Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i); (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall do not prevent any Partnership Group Member Höegh Entity from: (a) acquiring, owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such Höegh Entity offers to sell the vessel to the MLP for the acquisition price plus any Break-up Costs in accordance with the procedures set forth in Section 4.1; (c) delivering a Non-Five-Year Vessel under charter for five or more years if such Höegh Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 4.1; (d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-such Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by Höegh’s board of directors, the Board, such Partnership Group Member Höegh Entity must offer to sell such Non-Five-Year Vessels Vessel(s) to Höegh the MLP for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the BoardHöegh’s board of directors, Höegh shall notify the MLP shall notify Höegh of the proposed acquisition in writing. Höegh The MLP shall, not later than the 10th calendar day following receipt of such notice, notify the MLP Höegh if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member Höegh Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If Höegh the MLP does not notify the MLP Höegh of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member Höegh Entity may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels vessels to Höegh the MLP as provided in Section 3.2(b)(i2.2(d)(i); (ce) acquiring a non-controlling interest in any company, business or pool of assets; (f) acquiring, owning, operating or chartering any NonFive-Year Vessel if the MLP does not fulfill its obligation to purchase such Five-Year Vessel in accordance with the terms of any existing or future agreement; (g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity Partnership Group Member as described in Section 3.2(bSections 2.2(b), 2.2(c) and 2.2(d), in each case pending the offer of such Non-Five-Year Vessel to Höegh the MLP and Höeghthe MLP’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh the MLP has determined to purchase or to cause any Höegh Entity Partnership Group Member to purchase such Five-Year Vessel, pending the closing of such purchase; (h) providing ship management services relating to any vessel; (i) subject to Section 6.1, owning or operating any Five-Year Vessel that Höegh owns on the Closing Date and that is not part of the Partnership Group’s initial fleet on the Closing Date; or (dj) acquiring, owning, operating or chartering Non-any Five-Year Vessels Vessel if Höegh the MLP has previously advised the MLP Höegh that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh KNOT for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh KNOT of the proposed acquisition in writing. Höegh KNOT shall, not later than the 10th 30th calendar day following receipt of such notice, notify the MLP if it or any other Höegh KNOT Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh KNOT does not notify the MLP of its intent to pursue the acquisition within such 10 30 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh KNOT as provided in Section 3.2(b)(i)subsection (i) above; (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh KNOT Entity as described in Section 3.2(bparagraph (b) above pending the offer of such Non-Five-Year Vessel to Höegh KNOT and HöeghKNOT’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh KNOT has determined to purchase or cause any Höegh KNOT Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh KNOT has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member CMRE Entity, York Entity or any JV Entity, in each case, subject to the terms of the Framework Agreement, from: (a) acquiring, owning, operating or chartering (i) any containership vessel owned, operated or chartered in, or contracted for, by a CMRE Entity, York Entity or JV Entity prior to the Non-Compete Commencement Date, subject, however, to Section 4.1 and Article V or (ii) any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such CMRE Entity, or with respect to a JV Vessel, such York Entity or JV Entity, as applicable, offers to sell the applicable Five-Year Vessel Interests in question to the Partnership Group in accordance with the procedures set forth in Section 4.2; (c) putting a Non-Five-Year Vessels Vessel under charter for five full years or more if either (i) it does not result in the vessel becoming a Five-Year Vessel or (ii) it results in the vessel becoming a Five-Year Vessel and such CMRE Entity, or with respect to a JV Vessel, such York Entity or JV Entity, as applicable, offers to sell the applicable Non-Five-Year Vessel Interests in question to the Partnership Group, in accordance with the procedures set forth in Section 4.2; (d) acquiring Five-Year Vessel Interests as part of the acquisition of a controlling interest in a business or package of assets and which includes owning, operating or chartering those Non-the applicable Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year VesselsVessel Interests, as determined in good faith by CMRE’s or York’s (as applicable) board of directors, the BoardCMRE Entity or with respect to JV Vessel Interests, such Partnership Group Member the York Entity or the JV Entity, as applicable, must offer to sell such Non-Five-Year Vessels Vessel Interests to Höegh the Partnership Group for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.14.2; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year VesselsVessel Interests, as determined in good faith by the BoardCMRE’s or York’s (as applicable) board of directors, CMRE, or with respect to JV Vessel Interests, the MLP York Entity or the JV Entity, as applicable, shall notify Höegh the General Partner of the proposed acquisition in writing. Höegh The General Partner shall, not later than the 10th 30th calendar day following receipt of such notice, notify CMRE, the MLP York Entity or the JV Entity, as applicable, if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-such Five-Year Vessel Interests forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member CMRE Entity, the York Entity or JV Entity acquiring the Non-Five-Year Vessels Vessel Interests forming part of that business or package of assets. If Höegh the General Partner does not notify CMRE, the MLP York Entity or the JV Entity of its intent to pursue the acquisition within such 10 30 calendar days, the Partnership Group Member CMRE Entity, the York Entity or JV Entity may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels Vessel Interests to Höegh the Partnership Group as provided in Section 3.2(b)(i)subsection (i) above; (ce) acquiring up to a non-controlling equity ownership, voting or profit participation interest in any company, business or pool of assets or lending to or investing in the debt of any company, business or pool of assets; (f) acquiring, owning, operating or chartering any NonFive-Year Vessel if the General Partner does not fulfill its obligation to purchase the applicable Five-Year Vessel Interests in accordance with the terms of any existing or future agreement; (g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity Partnership Group Member as described in Section 3.2(bparagraphs (b), (c) and (d) above, in each case pending the offer of such Non-the applicable Five-Year Vessel Interests to Höegh the General Partner and Höeghthe General Partner’s determination pursuant to Section 4.1 4.2, whether to purchase the Five-Year Vessel Interests and, if Höegh the General Partner has determined to purchase or cause any Höegh Entity Partnership Group Member to purchase such Five-Year VesselVessel Interests, pending the closing of such purchase; (h) providing ship management services relating to any containership vessel; (i) prior to the Non-Compete Commencement Date, owning, operating or chartering any Five-Year Vessel that CMRE, or with respect to a JV Vessel, a York Entity or a JV Entity, as applicable, owns or is under contract to purchase or charter in on the Closing Date and that is not part of the Partnership Group’s initial fleet on the Closing Date; or (dj) acquiring, owning, operating or chartering Non-any Five-Year Vessels Vessel if Höegh the General Partner has previously advised the MLP CMRE or with respect to a JV Vessel, a York Entity or a JV Entity, as applicable, that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned owned, operated or chartered by any Partnership Group MemberMember or a vessel forming part of the Partnership Group’s initial fleet on the Closing Date; (b) acquiring one or more Non-Five-Year Vessels Vessel Interests as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those the applicable Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year VesselsVessel Interests, as determined in good faith by the BoardGeneral Partner, such Partnership Group Member must offer to sell such Non-Five-Year Vessels Vessel Interests to Höegh CMRE for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.14.2; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year VesselsVessel Interests, as determined in good faith by the BoardGeneral Partner, the MLP shall notify Höegh CMRE of the proposed acquisition in writing. Höegh CMRE shall, not later than the 10th 30th calendar day following receipt of such notice, notify the MLP General Partner if it or any other Höegh CMRE Entity wishes to acquire any such Non-Five-Year Vessel Interests forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh CMRE does not notify the MLP General Partner of its intent to pursue the acquisition within such 10 30 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels Vessel Interests to Höegh CMRE as provided in Section 3.2(b)(i)subsection (i) above; (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh CMRE Entity as described in Section 3.2(bparagraph (b) above pending the offer of the applicable Non-Five-Year Vessel Interests to CMRE and CMRE’s determination pursuant to Section 4.2 whether to purchase the Non-Five-Year Vessel Interests and, if CMRE has determined to purchase or cause any CMRE Entity to purchase such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year VesselInterests, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh CMRE has previously advised the MLP General Partner that it consents to such acquisition, ownership, operation or charter. The parties acknowledge that any acquisition of a containership vessel by CMRE pursuant to this Section 3.2 may be subject to the applicable provisions of the Framework Agreement.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member KNOT Entity from: (a) acquiring, owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such KNOT Entity offers to sell to the vessel to the MLP for the acquisition price plus any Break-up Costs in accordance with the procedures set forth in Section 4.1; (c) putting a Non-Five-Year Vessel under charter for five or more years if such KNOT Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 4.1; (d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-such Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by KNOT’s board of directors, the Board, such Partnership Group Member KNOT Entity must offer to sell such Non-Five-Year Vessels Vessel(s) to Höegh the MLP for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the BoardKNOT’s board of directors, KNOT shall notify the MLP shall notify Höegh of the proposed acquisition in writing. Höegh The MLP shall, not later than the 10th 30th calendar day following receipt of such notice, notify the MLP KNOT if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member KNOT Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i); (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.of

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh Golar LNG for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh Golar LNG of the proposed acquisition in writing. Höegh Golar LNG shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Golar LNG Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh Golar LNG does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh Golar LNG as provided in Section 3.2(b)(i)subsection (i) above; (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Golar LNG Entity as described in Section 3.2(bparagraph (b) above pending the offer of such Non-Five-Year Vessel to Höegh Golar LNG and HöeghGolar LNG’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh Golar LNG has determined to purchase or cause any Höegh Golar LNG Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh Golar LNG has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Teekay Entities and the Offshore Partnership Group Member fromMembers may engage in the following activities under any of the following circumstances: (a) owningthe ownership, operating or operation and/or chartering of any Non-Five-Year Vessel LNG Assets that was previously a Five-Year Vessel while owned by any Partnership Group Member;they acquire after the date of this Agreement if: (bi) acquiring one or more Non-Five-Year Vessels such LNG Assets are acquired as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if in a transaction in which the fair market value of such LNG Assets represents less than a majority of the fair market value of the total assets or business or assets acquired is attributable to Non-Five-Year Vessels, (fair market value as determined in good faith by the Boardboard of directors of Teekay or Teekay Offshore General Partner's Conflicts Committee, such as applicable); and (ii) the Teekay Entity or the Offshore Partnership Group Member must offer has offered Teekay LNG General Partner the opportunity for any of the Teekay LNG Partnership Group Members to sell purchase such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs LNG Assets in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels5.1 and Teekay LNG General Partner, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to cause any Teekay LNG Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within purchase such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i)LNG Assets; (cb) acquiringthe ownership, owning, operating or operation and/or chartering any Non-Five-Year Vessel of LNG Assets that is (i) are subject to an offer to purchase by a Höegh Teekay Entity or an Offshore Partnership Group Member as described in Section 3.2(b2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such Non-Five-Year Vessel LNG Assets to Höegh Teekay LNG General Partner and Höegh’s Teekay LNG General Partner's determination pursuant to Section 4.1 5.1 whether to purchase the Five-Year Vessel LNG Assets and, if Höegh has determined Teekay LNG General Partner's Conflicts Committee determines to purchase or cause any Höegh Entity a Teekay LNG Partnership Group Member to purchase such Five-Year VesselLNG Assets, pending the closing of such purchase; (c) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than Teekay LNG MLP) that engages in an LNG Restricted Business; (e) the ownership, operation and/or chartering of any LNG Assets with respect to which Teekay LNG General Partner has advised Teekay or Teekay Offshore General Partner, as applicable, that Teekay LNG General Partner has elected, with the approval of Teekay LNG General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or (df) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation and/or chartering by Teekay Entities of the LNG Assets subject to the Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and Teekay LNG MLP if the Teekay LNG MLP fails to perform its obligations to purchase (or charterto cause other Teekay LNG Partnership Group Members to purchase) such LNG Assets under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member Exmar Entity from: (a) acquiring, owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such Exmar Entity offers to sell the vessel to the MLP for the acquisition price plus any Break-up Costs in accordance with the procedures set forth in Section 4.1; (c) putting a Non-Five-Year Vessel under charter for five or more years if such Exmar Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 4.1; (d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-such Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority 50% of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by Exmar, the Board, such Partnership Group Member Exmar Entity must offer to sell such Non-Five-Year Vessels Vessel(s) to Höegh the MLP for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority 50% or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the BoardExmar, Exmar shall notify the MLP shall notify Höegh of the proposed acquisition in writing. Höegh The MLP shall, not later than the 10th calendar day following receipt of such notice, notify the MLP Exmar if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member Exmar Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If Höegh the MLP does not notify the MLP Exmar of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member Exmar Entity may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels vessels to Höegh the MLP as provided in Section 3.2(b)(i)subsection (i) above; (ce) acquiring a non-controlling interest in any company, business or pool of assets; (f) acquiring, owning, operating or chartering any NonFive-Year Vessel if the MLP does not fulfill its obligation to purchase such Five-Year Vessel in accordance with the terms of any existing or future agreement; (g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity Partnership Group Member as described in Section 3.2(bparagraphs (b), (c) and (d) above, in each case pending the offer of such Non-Five-Year Vessel to Höegh the MLP and Höeghthe MLP’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh the MLP has determined to purchase or to cause any Höegh Entity Partnership Group Member to purchase such Five-Year Vessel, pending the closing of such purchase; (h) providing management services relating to any vessel; or (di) acquiring, owning, operating or chartering Non-any Five-Year Vessels Vessel if Höegh the MLP has previously advised the MLP Exmar that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority 50% of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh Exmar for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority 50% or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh Exmar of the proposed acquisition in writing. Höegh Exmar shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Exmar Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh Exmar does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh Exmar as provided in Section 3.2(b)(i)subsection (i) above; (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh an Exmar Entity as described in Section 3.2(bparagraph (b) above pending the offer of such Non-Five-Year Vessel to Höegh Exmar and HöeghExmar’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh Exmar has determined to purchase or cause any Höegh Exmar Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh Exmar has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member fromMembers may engage in the following activities under any of the following circumstances: (a) owning, chartering or operating any Small Tanker Assets so owned, operated or chartering chartered at the date of this Agreement, including any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberReplacement Small Tanker; (b) acquiring one or more Non-Five-Year Vessels Small Tanker Assets as part of the acquisition of a controlling interest in a business or package of assets and owning, owning and operating or chartering those Non-Five-Year Vessels; vessels, provided, however, that: (i) if less than a majority of the value of the total assets or business or assets acquired is attributable to Non-Five-Year VesselsSmall Tanker Assets, as determined in good faith by the BoardMLP, such the Partnership Group Member must offer to sell such Non-Five-Year Vessels Small Tanker Assets and related charters to Höegh Capital Maritime or any other Capital Maritime Entity for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and. (ii) if a majority or more of the value of the total assets or business or assets acquired is attributable to Non-Five-Year VesselsSmall Tanker Assets, as determined in good faith by the BoardMLP, the MLP Partnership Group Members shall notify Höegh Capital Maritime in writing of the proposed acquisition in writingacquisition. Höegh Capital Maritime shall, not later than the 10th tenth calendar day following receipt of such notice, notify the MLP Partnership Group Members if it or any other Höegh Capital Maritime Entity wishes to acquire any Non-Five-Year Vessel the Small Tanker Assets forming part of that the business or package of assets in cooperation and simultaneously with the Partnership Group Member Members acquiring the Five-Year Vessels other assets forming part of that business or package of assets. If Höegh Capital Maritime does not notify the MLP Partnership Group Member of its intent to pursue the acquisition within such 10 ten (10) calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i);subsection (i) above. (c) acquiringacquiring a non-controlling interest in any company, owning, operating business or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer pool of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; orassets; (d) acquiring, owning, operating or chartering Non-Five-Year Vessels any Small Tanker Assets that are subject to an offer to purchase by Capital Maritime as described in Section 3.2(b) pending the applicable offer of such Small Tanker Assets to Capital Maritime and Capital Maritime’s determination pursuant to Section 4.1 whether to purchase the Small Tanker Assets and, if Höegh Capital Maritime elects to purchase or cause any Capital Maritime Entity to purchase such Small Tanker Assets, pending the closing of such purchase; and (e) acquiring, operating or chartering Small Tankers if Capital Maritime has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall do not prevent any Partnership Group Member Höegh Entity from: (a) acquiring, owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such Höegh Entity offers to sell the vessel to the MLP for the acquisition price plus any Break-up Costs in accordance with the procedures set forth in Section 4.1; (c) delivering a Non-Five-Year Vessel under charter for five or more years if such Höegh Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 4.1; (d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-such Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by Höegh’s board of directors, the Board, such Partnership Group Member Höegh Entity must offer to sell such Non-Five-Year Vessels Vessel(s) to Höegh the MLP for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the BoardHöegh’s board of directors, Höegh shall notify the MLP shall notify Höegh of the proposed acquisition in writing. Höegh The MLP shall, not later than the 10th calendar day following receipt of such notice, notify the MLP Höegh if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member Höegh Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If Höegh the MLP does not notify the MLP Höegh of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member Höegh Entity may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels vessels to Höegh the MLP as provided in Section 3.2(b)(i2.2(d)(i); (ce) acquiring a non-controlling interest in any company, business or pool of assets; (f) acquiring, owning, operating or chartering any NonFive-Year Vessel if the MLP does not fulfill its obligation to purchase such Five- Year Vessel in accordance with the terms of any existing or future agreement; (g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity Partnership Group Member as described in Section 3.2(bSections 2.2(b), 2.2(c) and 2.2(d), in each case pending the offer of such Non-Five-Year Vessel to Höegh the MLP and Höeghthe MLP’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh the MLP has determined to purchase or to cause any Höegh Entity Partnership Group Member to purchase such Five-Year Vessel, pending the closing of such purchase; (h) providing ship management services relating to any vessel; (i) subject to Section 6.1, owning or operating any Five-Year Vessel that Höegh owns on the Closing Date and that is not part of the Partnership Group’s initial fleet on the Closing Date; or (dj) acquiring, owning, operating or chartering Non-any Five-Year Vessels Vessel if Höegh the MLP has previously advised the MLP Höegh that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh GLOG for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh GLOG of the proposed acquisition in writing. Höegh GLOG shall, not later than the 10th 30th calendar day following receipt of such notice, notify the MLP if it or any other Höegh GLOG Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh GLOG does not notify the MLP of its intent to pursue the acquisition within such 10 30 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh GLOG as provided in Section 3.2(b)(i)subsection (i) above; (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh GLOG Entity as described in Section 3.2(bparagraph (b) above pending the offer of such Non-Five-Year Vessel to Höegh GLOG and HöeghGLOG’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh GLOG has determined to purchase or cause any Höegh GLOG Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh GLOG has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member KNOT Entity from: (a) acquiring, owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such KNOT Entity offers to sell to the vessel to the MLP for the acquisition price plus any Break-up Costs in accordance with the procedures set forth in Section 4.1; (c) putting a Non-Five-Year Vessel under charter for five or more years if such KNOT Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 4.1; (d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-such Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by KNOT’s board of directors, the Board, such Partnership Group Member KNOT Entity must offer to sell such Non-Five-Year Vessels Vessel(s) to Höegh the MLP for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the BoardKNOT’s board of directors, KNOT shall notify the MLP shall notify Höegh of the proposed acquisition in writing. Höegh The MLP shall, not later than the 10th 30th calendar day following receipt of such notice, notify the MLP KNOT if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member KNOT Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If Höegh the MLP does not notify the MLP KNOT of its intent to pursue the acquisition within such 10 30 calendar days, the Partnership Group Member KNOT Entity may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels vessels to Höegh the MLP as provided in Section 3.2(b)(i)subsection (i) above; (ce) acquiring up to a 9.9% equity ownership, voting or profit participation interest in any company, business or pool of assets; (f) acquiring, owning, operating or chartering any NonFive-Year Vessel if the MLP does not fulfill its obligation to purchase such Five-Year Vessel in accordance with the terms of any existing or future agreement; (g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity Partnership Group Member as described in Section 3.2(bparagraphs (b), (c) and (d) above, in each case pending the offer of such Non-Five-Year Vessel to Höegh the MLP and Höeghthe MLP’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh the MLP has determined to purchase or to cause any Höegh Entity Partnership Group Member to purchase such Five-Year Vessel, pending the closing of such purchase; (h) providing ship management services relating to any vessel; (i) owning or operating any Five-Year Vessel that KNOT owns on the Closing Date and that is not part of the Partnership Group’s initial fleet on the Closing Date; or (dj) acquiring, owning, operating or chartering Non-any Five-Year Vessels Vessel if Höegh the MLP has previously advised the MLP KNOT that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Teekay Entities and the Offshore Partnership Group Member fromMembers may engage in the following activities under any of the following circumstances: (a) owningthe ownership, operating or operation and/or chartering of any Non-Five-Year Vessel LNG Assets that was previously a Five-Year Vessel while owned by any Partnership Group Member;they acquire after the date of this Agreement if: (bi) acquiring one or more Non-Five-Year Vessels such LNG Assets are acquired as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if in a transaction in which the fair market value of such LNG Assets represents less than a majority of the fair market value of the total assets or business or assets acquired is attributable to Non-Five-Year Vessels, (fair market value as determined in good faith by the Boardboard of directors of Teekay or Teekay Offshore General Partner's Conflicts Committee, such as applicable); and (ii) the Teekay Entity or the Offshore Partnership Group Member must offer has offered Teekay LNG General Partner the opportunity for any of the Teekay LNG Partnership Group Members to sell purchase such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs LNG Assets in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels5.1 and Teekay LNG General Partner, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to cause any Teekay LNG Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within purchase such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i)LNG Assets; (cb) acquiringthe ownership, owning, operating or operation and/or chartering any Non-Five-Year Vessel of LNG Assets that is (i) are subject to an offer to purchase by a Höegh Teekay Entity or an Offshore Partnership Group Member as described in Section 3.2(b2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such Non-Five-Year Vessel LNG Assets to Höegh Teekay LNG General Partner and Höegh’s Teekay LNG General Partner's determination pursuant to Section 4.1 5.1 whether to purchase the Five-Year Vessel LNG Assets and, if Höegh has determined Teekay LNG General Partner's Conflicts Committee determines to purchase or cause any Höegh Entity a Teekay LNG Partnership Group Member to purchase such Five-Year VesselLNG Assets, pending the closing of such purchase; (c) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than Teekay LNG MLP) that engages in an LNG Restricted Business; (e) the ownership, operation and/or chartering of any LNG Assets with respect to which Teekay LNG General Partner has advised Teekay or Teekay Offshore General Partner, as applicable, that Teekay LNG General Partner has elected, with the approval of Teekay LNG AMENDED AND RESTATED OMNIBUS AGREEMENT General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or (df) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation and/or chartering by Teekay Entities of the LNG Assets subject to the Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and Teekay LNG MLP if the Teekay LNG MLP fails to perform its obligations to purchase (or charterto cause other Teekay LNG Partnership Group Members to purchase) such LNG Assets under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions Teekay Entities may engage in this Agreement shall not prevent the following activities under any Partnership Group Member fromof the following circumstances: (a) owning, operating or chartering the ownership and/or operation of any Non-Five-Year Vessel LNG Assets that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part they acquire after the date of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, thatthis Agreement if: (i) if such LNG Assets are acquired as part of a business in a transaction in which the fair market value of such LNG Assets represents less than a majority of the fair market value of the business or assets acquired is attributable to Non-Five-Year Vessels, (as determined in good faith by the Board, such board of directors of Teekay) of the total assets or business acquired; and (ii) the Teekay Entity has offered the General Partner the opportunity for any of the Partnership Group Member must offer Members to sell purchase such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs LNG Assets in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more 4.1 and the General Partner, with the approval of the value of the business or assets acquired is attributable Conflicts Committee, has elected not to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or cause any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within purchase such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i)LNG Assets; (cb) acquiringthe ownership, owning, operating or operation and/or chartering any Non-Five-Year Vessel of LNG Assets that is (i) are subject to an offer to purchase by a Höegh Teekay Entity as described in Section 3.2(b2.2(a)(ii) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending the applicable offer of such Non-Five-Year Vessel LNG Assets to Höegh the General Partner and Höegh’s the General Partner's determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel LNG Assets and, if Höegh has determined the General Partner's Conflicts Committee determines to purchase or cause any Höegh Entity a Partnership Group Member to purchase such Five-Year VesselLNG Assets, pending the closing of such purchase; (c) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than the MLP) that engages in an LNG Restricted Business; (e) the ownership, operation and/or chartering of any LNG Assets with respect to which the General Partner has advised Teekay that the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to acquire (or seek to acquire); or (df) acquiringthe ownership and/or operation by Teekay Entities of the LNG Assets subject to the Stock Purchase Agreement dated as of ___________, owning2005, operating or chartering Non-Five-Year Vessels if Höegh has previously advised between Teekay and the MLP that it consents if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Members to purchase) such acquisition, ownership, operation or charterLNG Assets under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member GLOG Entity from: (a) acquiring, owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group MemberVessel; (b) acquiring one or more Five-Year Vessels if such GLOG Entity offers to sell the vessel to the MLP for the acquisition price plus any Break-up Costs in accordance with the procedures set forth in Section 4.1; (c) putting a Non-Five-Year Vessel under charter for five full years or more if such GLOG Entity offers to sell the vessel to the MLP for fair market value (x) after the time it becomes a Five-Year Vessel and (y) at each renewal or extension of that charter for five or more years, in each case in accordance with the procedures set forth in Section 4.1; (d) acquiring one or more Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-such Five-Year VesselsVessel(s); provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by GLOG’s board of directors, the Board, such Partnership Group Member GLOG Entity must offer to sell such Non-Five-Year Vessels Vessel(s) to Höegh the MLP for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the BoardGLOG’s board of directors, GLOG shall notify the MLP shall notify Höegh of the proposed acquisition in writing. Höegh The MLP shall, not later than the 10th 30th calendar day following receipt of such notice, notify the MLP GLOG if it or any other Höegh Entity Partnership Group Member wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member GLOG Entity acquiring the Non-Five-Year Vessels forming part of that business or package of assets. If Höegh the MLP does not notify the MLP GLOG of its intent to pursue the acquisition within such 10 30 calendar days, the Partnership Group Member GLOG Entity may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels vessels to Höegh the MLP as provided in Section 3.2(b)(i)subsection (i) above; (ce) acquiring up to a non-controlling equity ownership, voting or profit participation interest in any company, business or pool of assets; (f) acquiring, owning, operating or chartering any NonFive-Year Vessel if the MLP does not fulfill its obligation to purchase such Five-Year Vessel in accordance with the terms of any existing or future agreement; (g) acquiring, owning, operating or chartering any Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity Partnership Group Member as described in Section 3.2(bparagraphs (b), (c) and (d) above, in each case pending the offer of such Non-Five-Year Vessel to Höegh the MLP and Höeghthe MLP’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh the MLP has determined to purchase or to cause any Höegh Entity Partnership Group Member to purchase such Five-Year Vessel, pending the closing of such purchase; (h) providing ship management services relating to any vessel; (i) owning or operating any Five-Year Vessel that GLOG owns or is under contract to purchase on the Closing Date and that is not part of the Partnership Group’s initial fleet on the Closing Date; or (dj) acquiring, owning, operating or chartering Non-any Five-Year Vessels Vessel if Höegh the MLP has previously advised the MLP GLOG that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions Teekay Entities may engage in this Agreement shall not prevent the following activities under any Partnership Group Member fromof the following circumstances: (a) owning, operating or chartering the ownership and/or operation of any Non-Five-Year Vessel LNG Assets that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part they acquire after the date of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, thatthis Agreement if: (i) if such LNG Assets are acquired in a transaction in which the fair market value of such LNG Assets represents less than a majority of the fair market value of the business or assets acquired is attributable to Non-Five-Year Vessels, (as determined in good faith by the Boardboard of directors of Teekay) of the total assets or business acquired; and TEEKAY LNG PARTNERS, such L.P. OMNIBUS AGREEMENT (ii) the Teekay Entity has offered the General Partner the opportunity for any of the Partnership Group Member must offer Members to sell purchase such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs LNG Assets in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more 4.1 and the General Partner, with the approval of the value of the business or assets acquired is attributable Conflicts Committee, has elected not to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or cause any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within purchase such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i)LNG Subject Assets; (cb) acquiring, owning, operating or chartering any Non-Five-Year Vessel the ownership and/or operation of LNG Assets that is (i) are subject to an offer to purchase by a Höegh Teekay Entity as described in Section 3.2(b2.2(a) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending the applicable offer of such Non-Five-Year Vessel LNG Assets to Höegh the General Partner and Höegh’s the General Partner's determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel LNG Assets and, if Höegh has determined the General Partner's Conflicts Committee determines to purchase or cause any Höegh Entity a Partnership Group Member to purchase such Five-Year VesselLNG Assets, pending the closing of such purchase; (c) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in an LNG Restricted Business; (e) the ownership and/or operation by a Teekay Entity of any LNG Assets with respect to which the General Partner has advised Teekay that the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to acquire (or seek to acquire) ; or (df) acquiringthe ownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, owning2005, operating or chartering Non-Five-Year Vessels if Höegh has previously advised between Teekay and the MLP that it consents if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Members to purchase) such acquisition, ownership, operation or charterLNG carriers under such agreement.

Permitted Exceptions. Notwithstanding any provision of Section 3.1 2.1 to the contrary, the restrictions Teekay Entities may engage in this Agreement shall not prevent the following activities under any Partnership Group Member fromof the following circumstances: (a) owning, operating or chartering the ownership and/or operation of any Non-Five-Year Vessel LNG Assets that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part they acquire after the date of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, thatthis Agreement if: (i) if such LNG Assets are acquired in a transaction in which the fair market value of such LNG Assets represents less than a majority of the fair market value of the business or assets acquired is attributable to Non-Five-Year Vessels, (as determined in good faith by the Board, such board of directors of Teekay) of the total assets or business acquired; and (ii) the Teekay Entity has offered the General Partner the opportunity for any of the Partnership Group Member must offer Members to sell purchase such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs LNG Assets in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more 4.1 and the General Partner, with the approval of the value of the business or assets acquired is attributable Conflicts Committee, has elected not to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or cause any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within purchase such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i)LNG Subject Assets; (cb) acquiring, owning, operating or chartering any Non-Five-Year Vessel the ownership and/or operation of LNG Assets that is (i) are subject to an offer to purchase by a Höegh Teekay Entity as described in Section 3.2(b2.2(a) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending the applicable offer of such Non-Five-Year Vessel LNG Assets to Höegh the General Partner and Höegh’s the General Partner's determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel LNG Assets and, if Höegh has determined the General Partner's Conflicts Committee determines to purchase or cause any Höegh Entity a Partnership Group Member to purchase such Five-Year VesselLNG Assets, pending the closing of such purchase; (c) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in an LNG Restricted Business; (e) the ownership and/or operation by a Teekay Entity of any LNG Assets with respect to which the General Partner has advised Teekay that the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to acquire (or seek to acquire) ; or (df) acquiringthe ownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, owning2005, operating or chartering Non-Five-Year Vessels if Höegh has previously advised between Teekay and the MLP that it consents if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Members to purchase) such acquisition, ownership, operation or charterLNG carriers under such agreement.