UK-#751554386-v4 Private & Confidential Execution Version 350/1001195027 UK-#751554386-v4 Dated 2023 COOL COMPANY LTD. as Borrower arranged by ABN AMRO BANK N.V. CITIBANK, N.A., LONDON BRANCH DANSKE BANK A/S DNB (UK) LIMITED NORDEA BANK ABP, FILIAL I...
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UK-#751554386-v4 Private & Confidential Execution Version 350/1001195027 UK-#751554386-v4 Dated 2023 COOL COMPANY LTD. as Xxxxxxxx arranged by XXX XXXX BANK N.V. CITIBANK, N.A., LONDON BRANCH DANSKE BANK A/S DNB (UK) LIMITED NORDEA BANK ABP, FILIAL I NORGE as Mandated Lead Arrangers, Bookrunners, Co-ordinators and Sustainability Co-ordinators NORDEA BANK ABP, FILIAL I NORGE as Agent and NORDEA BANK ABP, FILIAL I NORGE as Security Agent SUPPLEMENTAL AGREEMENT relating to a $570,000,000 Senior Secured Sustainability Linked Amortising Term Loan Facility 28 June
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1 UK-#751554386-v4 THIS SUPPLEMENTAL AGREEMENT is dated 2023 and made BETWEEN: (1) COOL COMPANY LTD. (the Borrower); (2) THE ENTITIES listed in Schedule 1 to the Principal Agreement as guarantors (the Owners); (3) ABN AMRO BANK N.V., CITIBANK, N.A., LONDON BRANCH, DANSKE BANK A/S, DNB (UK) LIMITED and NORDEA BANK ABP, FILIAL I NORGE as mandated lead arrangers (the Mandated Lead Arrangers); (4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 to the Principal Agreement as lenders (the Lenders); (5) THE FINANCIAL INSTITUTIONS listed in Schedule 1 to the Principal Agreement, as supplemented and amended by a Supplemental Letter Agreement dated 9 August 2022, as hedging providers (the Hedging Providers); (6) ABN AMRO BANK N.V., CITIBANK, N.A., LONDON BRANCH, DNB (UK) LIMITED, DANSKE BANK A/S and NORDEA BANK ABP, FILIAL I NORGE as co-ordinators (the Co-ordinators); (7) ABN AMRO BANK N.V., CITIBANK, N.A., LONDON BRANCH, DNB (UK) LIMITED, DANSKE BANK A/S and NORDEA BANK ABP, FILIAL I NORGE as sustainability co-ordinators (the Sustainability Co-ordinators); (8) ABN AMRO BANK N.V., CITIBANK, N.A., LONDON BRANCH, DANSKE BANK A/S, DNB (UK) LIMITED and NORDEA BANK ABP, FILIAL I NORGE as bookrunners (the Bookrunners); (9) NORDEA BANK ABP, FILIAL I NORGE as agent of the other Finance Parties (the Agent); and (10) NORDEA BANK ABP, FILIAL I NORGE as security agent of the Finance Parties (the Security Agent). WHEREAS: (A) this Agreement is supplemental to a facility agreement dated 17 February 2022 (as supplemented and amended by a Supplemental Letter Agreement dated 9 August 2022) (the Principal Agreement) made between (1) the Borrower, (2) the Owners, (3) the Mandated Lead Arrangers, (4) the Lenders, (5) the Hedging Providers, (6) the Co-ordinators, (7) the Sustainability Co- ordinators, (8) the Bookrunners, (9) the Agent and (10) the Security Agent, relating to a Senior Secured Sustainability Linked Amortising Term Loan Facility of up to (originally) $570,000,000, of which the principal amount outstanding at the date hereof is $434,358,910, advanced by the Lenders to the Borrower to assist the Borrower with acquiring the shares in each Owner and refinancing the relevant Existing Financial Indebtedness; (B) the Lenders have agreed, subject as provided below, to supplement and amend the Principal Agreement in order to make available to the Borrower, additional advances of up to $70,000,000; and (C) this Agreement sets out the terms and conditions upon which the Lenders shall, at the request of the Borrower, provide their consent to supplement and amend the Principal Agreement. NOW IT IS HEREBY AGREED as follows: 28 June
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4 UK-#751554386-v4 To the extent applicable, the section relating to the “Facility Agreement” in Schedule 1 to each such Original Security Document to which each Relevant Party is a party shall be deleted and replaced as follows (or, in the case of any similar description of the Principal Agreement, by making equivalent changes): Facility Agreement Description: Senior Secured Amortising Term Loan Facility Agreement Date: 17 February 2022, as amended and restated by a supplemental agreement dated ________________ 2023 (the Supplemental Agreement) Amount of facility: Up to $570,000,000 (being $504,358,910 as at the Effective Date (as defined in the Supplemental Agreement)) Parties: (a) Borrower: Cool Company Ltd. (b) Owners: Xxxxx Xxxx M2027 Corp. (to be renamed Kool Bear Corporation) Kool Crystal Corporation (formerly known as Xxxxx Xxxx M2022 Corp.) Kool Frost Corporation (formerly known as Golar LNG NB12 Corporation) Kool Glacier Corporation (formerly known as Golar LNG NB10 Corporation) Kool Blizzard Corporation (formerly known as Xxxxx Xxxx M2047 Corp.) (c) Mandated Lead Arrangers: ABN AMRO Bank N.V. Citibank, N.A., London Branch Danske Bank A/S DNB (UK) Limited Nordea Bank Abp, filial i Norge (d) The Original Lenders: ABN AMRO Bank N.V., Oslo Branch Citibank N.A., Jersey Branch Danske Bank, Norwegian Branch DNB (UK) Limited Nordea Bank Abp, filial i Norge (e) Hedging Providers: ABN AMRO Bank N.V. Danske Bank A/S DNB Bank ASA Nordea Bank Abp Citigroup Global Markets Limited (f) The Bookrunners: ABN AMRO Bank N.V. Citibank, N.A., London Branch Danske Bank A/S 28 June
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5 UK-#751554386-v4 DNB (UK) Limited Nordea Bank Abp, filial i Norge (g) The Co-ordinators ABN AMRO Bank N.V. Citibank, N.A., London Branch Danske Bank A/S DNB (UK) Limited Nordea Bank Abp, filial i Norge (h) The Sustainability Co-ordinators ABN AMRO Bank N.V. Citibank, N.A., London Branch DNB (UK) Limited Danske Bank A/S Nordea Bank Abp, filial i Norge (i) Agent: Nordea Bank Abp, filial i Norge (j) Security Agent: Nordea Bank Abp, filial i Norge 4.4 Continued force and effect of Original Security Documents (a) Save as amended by this Agreement the provisions of the Original Security Documents shall continue in full force and effect and shall cover all obligations under the Finance Documents, as amended pursuant to this Agreement, including but not limited to the increase of the Facility and each of the Original Security Documents and this Agreement shall be read and construed as one instrument. (b) Each of the Owners irrevocably confirms that the guarantees and other obligations given or entered into by it in clause 17 (Guarantee and indemnity) of the Principal Agreement shall remain in full force and effect and shall guarantee all obligations under the Finance Documents, as amended pursuant to this Agreement, including but not limited to the increase of the Facility. 5 Representations and warranties 5.1 Primary representations and warranties Each of the Relevant Parties represents and warrants to the Lenders, the Mandated Lead Arrangers, the Hedging Providers, the Co-ordinators, the Sustainability Co-ordinators, the Bookrunners, the Agent and the Security Agent that: (a) Status (i) Each Relevant Party is, a limited liability company or corporation, duly incorporated and validly existing under the laws of its Original Jurisdiction in good standing. (ii) Each Relevant Party has power and authority to carry on its business as it is now being conducted and to own its property and other assets. (b) Binding obligations
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6 UK-#751554386-v4 Subject to the Legal Reservations, the obligations expressed to be assumed by each Relevant Party in each Relevant Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations. (c) Power and authority (i) Each Relevant Party has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, each Relevant Document to which it is or is to be a party. (ii) No limitation on any Relevant Party’s powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Relevant Document to which such Relevant Party is, or is to be, a party. (d) Non-conflict The entry into and performance by each Relevant Party of, and the transactions contemplated by, the Relevant Documents do not and will not conflict with: (i) any law or regulation applicable to any Relevant Party; (ii) the Constitutional Documents of any Relevant Party; or (iii) any agreement or other instrument binding upon any Relevant Party or its assets, or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Maritime Lien or under a Security Document) on any Relevant Party’s assets, rights or revenues. (e) Validity and admissibility in evidence (i) All authorisations required or desirable: (A) to enable each Relevant Party lawfully to enter into, exercise its rights and comply with its obligations under each Relevant Document to which it is a party; (B) to make each Relevant Document to which it is a party admissible in evidence in its Relevant Jurisdiction; and (C) to ensure that each of the Security Interests created under each Mortgage (as amended by the relevant Mortgage Amendment) has the priority and ranking contemplated by them, have been obtained or effected and are in full force and effect except any authorisation or filing referred to in clause 5.1(h) (No filing or stamp taxes), which authorisation or filing will be promptly obtained or effected within any applicable period. (ii) All authorisations necessary for the conduct of the business, trade and ordinary activities of each Relevant Party has been obtained or effected and are in full force and effect if failure to obtain or effect those authorisations would reasonably be expected to have a Material Adverse Effect.
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8 UK-#751554386-v4 (a) the representations and warranties in clause 5 (Representations and warranties) being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and (b) no Default having occurred and continuing at the time of the Effective Date. 6.3 Waiver of conditions precedent and conditions subsequent The conditions specified in this clause 6 are inserted solely for the benefit of the Agent and may be waived by the Agent in whole or in part with or without conditions. 7 Xxxxxxxx’s confirmation The Borrower hereby confirms its consent to the borrowing of the Additional Advances and of the rights and obligations of the Borrower under the Principal Agreement, and the amendments to the Principal Agreement contained in this Agreement and agrees that: (a) each Original Security Document to which it is a party, and its obligations thereunder, shall remain and continue in full force and effect notwithstanding the said borrowing of the Additional Advances and of the rights and obligations of the Borrower under the Principal Agreement, and the amendments to the Principal Agreement contained in this Agreement; and (b) with effect from the Effective Date, the Additional Advances shall be a Secured Obligation (as defined in the Original Security Documents) owing pursuant to the Facility Agreement. 8 Owners’ confirmation Each of the Owners hereby confirms its consent to the borrowing of the Additional Advances by the Borrower, and of the rights and obligations of the Borrower under the Principal Agreement, and the amendments to the Principal Agreement contained in this Agreement and agrees that: (a) the obligations of each Owner as guarantor under the Principal Agreement shall remain and continue in full force and effect notwithstanding the said borrowing of the Additional Advances, and of the rights and obligations of the Borrower under the Principal Agreement and the amendments to the Principal Agreement contained in this Agreement; and (b) with effect from the Effective Date, the Additional Advances shall, in addition to all other amounts guaranteed pursuant to the Principal Agreement, be subject to its guarantee contained in the Principal Agreement and be a guaranteed obligation of each Owner owing pursuant to the Facility Agreement. 9 Fees and expenses 9.1 Fee The Borrower agrees to pay to the Agent (for distribution among the Lenders on a pro-rata basis), on the date of this Agreement, an arrangement fee of $1,645,897.28.
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11 UK-#751554386-v4 Schedule 1 Documents and evidence required as conditions precedent (referred to in clause 6.1) 1 Relevant Parties’ corporate documents (a) A copy of the Constitutional Documents of each Relevant Party or, in the case of the Borrower, confirmation from the Borrower that there have been no changes to its Constitutional Documents since they were previously delivered to the Agent. (b) A copy of a resolution of the board of directors of each Relevant Party: (i) approving the terms of, and the transactions contemplated by, the Relevant Documents to which it is a party and resolving that it execute the Relevant Documents to which it is a party; (ii) authorising a specified person or persons to execute the Relevant Documents to which it is a party on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Relevant Documents to which it is a party. (c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above. (d) A certificate of goodstanding (or equivalent) in respect of each Relevant Party. (e) If required, a copy of a resolution signed by all the holders of the issued shares in each Relevant Party, approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Relevant Party is a party. (f) A certificate of the Borrower confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Relevant Party to be exceeded. (g) A copy of any power of attorney under which any person is to execute any of the Relevant Documents on behalf of any Relevant Party. (h) A certificate of an authorised signatory of each Relevant Party certifying that each copy document relating to it specified in this paragraph of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked. 2 Legal opinions (a) A legal opinion of Xxxxxx Xxxx Xxxxxxxxx LLP, Xxxxxx addressed to the Agent on matters of English law, substantially in the form approved by the Agent prior to signing this Agreement.
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12 UK-#751554386-v4 (b) A legal opinion of the legal advisers to the Finance Parties in each jurisdiction in which a Relevant Party is incorporated and/or is a Flag State of a Ship, substantially in the form approved prior to signing this Agreement. 3 Other documents and evidence (a) Evidence that any process agent referred to in clause 12.2 (Service of process) or any equivalent provision of any other Finance Document has accepted its appointment. (b) Evidence that the fees, commissions, costs and expenses due from the Borrower pursuant to clause 9 (Fees and expenses) have been or will be paid. 4 Mortgage registration Evidence that each Mortgage Amendment has been registered against the relevant Ship through the Registry under the laws and flag of the Flag State.
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13 UK-#751554386-v4 Schedule 2 Form of Amended and Restated Facility Agreement
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UK-#751511372-v3 Private & Confidential Execution Version 350/1001195027 UK-#751511372-v3 Dated 17 February 2022 (as amended by a Supplemental Letter Agreement dated 9 August 2022 and as amended and restated pursuant to a Supplemental Agreement dated _______________ 2023) COOL COMPANY LTD. as Xxxxxxxx arranged by XXX XXXX BANK N.V. CITIBANK, N.A., LONDON BRANCH DANSKE BANK A/S DNB (UK) LIMITED NORDEA BANK ABP, FILIAL I NORGE as Mandated Lead Arrangers, Bookrunners, Co-ordinators and Sustainability Co-ordinators NORDEA BANK ABP, FILIAL I NORGE as Agent and NORDEA BANK ABP, FILIAL I NORGE as Security Agent FACILITY AGREEMENT for UP TO $570,000,000 SENIOR SECURED SUSTAINABILITY LINKED AMORTISING TERM LOAN FACILITY 28 June
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2 UK-#751511372-v3 Account Security means, in relation to an Earnings Account, a deed or other instrument by the relevant Account Holder(s) in favour of the Security Agent in an agreed form conferring a Security Interest over that Earnings Account. Accounting Reference Date means 31 December or such other date as may be approved by the Lenders. Additional Business Day means any day specified as such in the Reference Rate Terms. Additional Ship Commitment means, in relation to a Ship, the amount specified against the name of such Ship in Schedule 2 (Ship information) as cancelled or reduced pursuant to any provision of this Agreement. Advance means each borrowing of a proportion of the Total Commitments by the Borrower or (as the context may require) the outstanding principal amount of such borrowing. Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Agent includes any person who may be appointed as such under the Finance Documents. Annex VI means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto. Approved Commercial Manager means Golar Management Ltd, Cool Company Management Ltd, Golar Management Norway AS (to be renamed Cool Company Management AS), The Cool Pool Limited or another commercial manager approved by the Majority Lenders, such approval not to be unreasonably withheld. Approved Flag State means the Xxxxxxxx Islands, Malta, Norway, Liberia, United Kingdom or any other international flag acceptable to all the Lenders. Approved Technical Manager means Golar Management Ltd, Cool Company Management Ltd, Golar Management Norway AS (to be renamed Cool Company Management AS) or another technical manager approved by the Majority Lenders, such approval not to be unreasonably withheld. Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. Auditors mean EY or any other firm appointed to act as statutory auditors of the Group which has been notified to the Agent. Available Commitment means a Lender's Commitment minus: (a) the amount of its participation in the Loan; and (b) in relation to any proposed Utilisation, the amount of its participation in any Advance that is due to be made on or before the proposed Utilisation Date. Available Facility means the aggregate for the time being of all the Lenders’ Available Commitments.
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3 UK-#751511372-v3 Bail-In Action means the exercise of any Write-down and Conversion Powers. Bail-In Legislation means: (a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; (b) in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and (c) in relation to the United Kingdom, the UK Bail-In Legislation. Basel II Accord means the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord or Reformed Basel III. Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Regulations applicable to such Finance Party) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord. Basel II Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel II Regulation in force as at the date hereof (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). Basel II Regulation means: (a) any law or regulation in force as at the date hereof implementing the Basel II Accord, (including the relevant provisions of CRD IV and CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord; and (b) any Basel II Approach adopted by a Finance Party or any of its Affiliates. Basel III Accord means, together: (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated; (b) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
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4 UK-#751511372-v3 (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III” other than, in each such case, the agreements, rules, guidance and standards set out in Reformed Basel III as amended, supplemented or restated after the date of this Agreement. Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates). Basel III Regulation means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRD IV and CRR) save to the extent that such law or regulation re- enacts a Basel II Regulation and excluding any such law or regulation which implements Reformed Basel III. Borrower means the company described as such in Schedule 1 (The original parties). Borrower Earnings Account means the interest bearing dollar account of the Borrower with the Account Bank designated as an "Earnings Account" under clause 26 (Bank accounts). Break Costs means the amount (if any) specified as such in the Reference Rate Terms. Business Day means: (a) a day (other than a Saturday or Sunday) on which banks are open for general business in London, Oslo, Amsterdam, Copenhagen and New York; and (b) in relation to: (i) any date for repayment of, or payment or purchase of an amount relating to, any Ship Tranche (or any relevant part of it) or Unpaid Sum; or (ii) the determination of the first day or the last day of an Interest Period for any Ship Tranche (or any relevant part of it) or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period, which is an Additional Business Day relating to that Ship Tranche (or any relevant part of it) or Unpaid Sum. Central Bank Rate has the meaning given to that term in the Reference Rate Terms. Central Bank Rate Adjustment has the meaning given to that term in the Reference Rate Terms. Central Bank Rate Spread has the meaning given to that term in the Reference Rate Terms. Change of Control occurs if: (a) the Borrower ceases, at any time following its acquisition of shares in an Owner, to directly wholly own and control such Owner; (b) together GLNG and/or Quantum Pacific Shipping cease to directly or indirectly own at least 25 per cent of the entire issued share capital and voting rights (or equivalent) of the Borrower; or
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5 UK-#751511372-v3 (c) two or more persons acting in concert (other than GLNG and Quantum Pacific Shipping acting together) or any individual person (other than GLNG and Quantum Pacific Shipping acting individually) acquires, legally and/or beneficially and either directly or indirectly, in excess of 30 per cent of the issued share capital and voting rights (or equivalent) of the Borrower or have the right or ability to control, directly or indirectly, the Borrower, and for the purpose of this definition: (a) control of an entity means: (i) the ownership of the voting and/or ordinary shares of that entity; or (ii) the power to direct the management and policies of that entity (including, but not limited to, the composition of the majority of the board of directors (or equivalent)), whether through the ownership of voting capital, by contract or otherwise, and controlled shall be construed accordingly; and (b) two or more persons are acting in concert if pursuant to an agreement or understanding (whether formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares in the relevant entity by any of them, either directly or indirectly to obtain or consolidate control of that entity. Charged Property means all of the assets of the Obligors or any other person which from time to time are, or are expressed or intended to be, the subject of the Security Documents. Charter means, in relation to a Ship, a charter commitment for that Ship with an initial term exceeding 24 months (excluding unexercised option periods), which is approved pursuant to clause 22.9 (Chartering) and which includes, in respect of Ship C, the Initial Ship C Charter. Charterer means any charterer under a Charter of a Ship. Charter Assignment means, in relation to a Ship and its Charter Documents, at any time when that Ship is subject to a Charter, an assignment by the relevant Owner of its interest in such Charter Documents in favour of the Security Agent in the agreed form. Charter Documents means, in relation to a Ship, any Charter of that Ship, any documents supplementing it and any guarantee or security given by any person for the relevant Charterer’s obligations under it. Classification means, in relation to a Ship, the classification specified in respect of that Ship in Schedule 2 (Ship information) with the relevant Classification Society or American Bureau of Shipping, Bureau Veritas, ClassNK, DNV, Lloyds’ Register or another classification approved in writing by the Majority Lenders as its classification, at the request of the relevant Owner. Classification Society means, in relation to a Ship, the classification society specified in respect of that Ship in Schedule 2 (Ship information) or another classification society approved by the Majority Lenders as its Classification Society, at the request of the relevant Owner. Code means the US Internal Revenue Code of 1986.
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6 UK-#751511372-v3 Commitment means: (a) in relation to an Original Lender, the amount set opposite its name under the heading "Ship Commitment" and “Additional Ship Commitment” in Schedule 1 (The original parties) and the amount of any other Commitment assigned to it under this Agreement; and (b) in relation to any other Lender, the amount of any Commitment assigned to it under this Agreement, to the extent not cancelled, reduced or assigned by it under this Agreement. Compliance Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate) or otherwise approved. Compounded Reference Rate means, in relation to any RFR Banking Day during the Interest Period of any Ship Tranche (or any relevant part of it), the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day. Compounding Methodology Supplement means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which: (a) is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders); (b) specifies a calculation methodology for that rate; and (c) has been made available to the Borrower and each Finance Party. Confidential Information means all information relating to an Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either: (a) any member of the Group or any of its advisers; or (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes: (i) information that: (A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 44 (Confidentiality); or (B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or (C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance
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7 UK-#751511372-v3 Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and (ii) any Funding Rate. Confirmation shall have, in relation to any Hedging Transaction, the meaning given to it in the relevant Hedging Master Agreement. Constitutional Documents means, in respect of an Obligor or GLNG, such Xxxxxxx's or GLNG’s memorandum and articles of association, bye-laws or other constitutional documents including as referred to in any certificate relating to an Obligor or GLNG delivered pursuant to Schedule 3 (Conditions precedent). Cool Pool Agreement means the pool agreement made between, among others, The Cool Pool Limited as pool manager and the participants in the pool in relation to, inter alia, each of the Ships. CRD IV means directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms. CRR means the regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms. Cumulative Compounded RFR Rate means, in relation to an Interest Period for any Ship Tranche (or any relevant part of it), the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 10 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement. Daily Non-Cumulative Compounded RFR Rate means, in relation to any RFR Banking Day during an Interest Period for any Ship Tranche (or any relevant part of it), the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 9 (Daily Non- Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement. Daily Rate means the rate specified as such in the Reference Rate Terms. Default means an Event of Default or any event or circumstance specified in clause 29 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of the foregoing) be an Event of Default. Defaulting Lender means any Lender: (a) which has failed to make its participation in an Advance available or has notified the Agent that it will not make its participation in an Advance available by the relevant Utilisation Date in accordance with clause 5.5 (Lenders' participation); (b) which has otherwise rescinded or repudiated a Finance Document; or (c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above:
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8 UK-#751511372-v3 (i) its failure to pay is caused by: (A) administrative or technical error; or (B) a Payment Disruption Event; and payment is made within three Business Days of its due date; or (ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question. Earnings means, in relation to a Ship and a person, all money at any time payable to that person for or in relation to the use or operation of that Ship including freight, hire and passage moneys, money payable to that person for the provision of services by or from that Ship or under any charter commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment and/or (b) if and whenever the Ship is employed on terms whereby any moneys falling within paragraph (a) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship. Earnings Accounts means the Borrower Earnings Account, the Owner Earnings Accounts and any Account designated as an "Earnings Account" under clause 26 (Bank accounts), and Earnings Account means any one of them. EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway. Effective Date means the “Effective Date” as defined in the Supplemental Agreement. Environmental Claims means: (a) enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or (b) any claim made by any other person relating to a Spill. Environmental Incident means any Spill from any vessel in circumstances where: (a) any Fleet Vessel or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or (b) any Fleet Vessel may be arrested or attached in connection with any such Environmental Claim. Environmental Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment. EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market Association (or any successor person) from time to time.
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9 UK-#751511372-v3 EU Ship Recycling Regulation means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance). Event of Default means any event or circumstance specified as such in clause 29 (Events of Default). Existing Facility means the ECA supported term loan facility made available by certain banks and financial institutions to the Owner in respect of Ship C pursuant to a facility agreement dated 25 July 2013 (as supplemented and amended from time to time). Existing Leases means: (a) the bareboat charter dated 17 June 2020 and made between the Owner in respect of Ship A and Cool Bear Shipping Limited (as supplemented and amended from time to time); (b) the bareboat charter dated 6 March 2017 and made between the Owner in respect of Ship B and Oriental Fleet LNG01 Limited (as supplemented and amended from time to time); (c) the bareboat charter dated 20 February 2014 and made between the Owner in respect of Ship D and Hai Jiao 1401 Limited (as supplemented and amended from time to time); (d) the bareboat charter dated 17 March 2016 and made between the Owner in respect of Ship E and Compass Shipping 1 Corporation Limited (as supplemented and amended from time to time); and (e) the bareboat charter dated 17 February 2014 and made between the Owner in respect of Ship F and Hai Jiao 1402 Limited (as supplemented and amended from time to time). Existing Financial Indebtedness means the outstanding Financial Indebtedness in relation to: (a) the Existing Facility; and (b) the Existing Leases. Facility means the term loan facility made available under this Agreement as described in clause 2 (The Facility). Facility Office means: (a) in respect of a Lender, the office or offices notified by that Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office through which it will perform its obligations under this Agreement; and (b) in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes. Facility Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been fully paid and discharged.
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10 UK-#751511372-v3 FATCA means: (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction. FATCA Application Date means: (a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or (b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA. FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA. FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction. Fee Letters means the letters between the Borrower and one or more Finance Parties setting out any of the fees referred to in clause 11 (Fees) and Fee Letter means any one of them. Final Repayment Date means, subject to clause 36.7 (Business Days), the date falling 60 months after the date of this Agreement. Finance Documents means this Agreement, the Fee Letters, the Security Documents, any Hedging Contracts, any Hedging Master Agreement, any Compounding Methodology Supplement, any Reference Rate Supplement, any Utilisation Request and any other document designated as such by the Agent and the Borrower. Finance Party means the Agent, the Security Agent, the Account Bank, any Mandated Lead Arranger, any Hedging Provider, any Bookrunner, any Co-ordinator, any Sustainability Co- ordinator or a Lender. Financial Indebtedness means any indebtedness for or in respect of: (a) moneys borrowed and debit balances at banks or other financial institutions; (b) any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent); (c) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
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11 UK-#751511372-v3 (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account); (g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; (h) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Final Repayment Date or are otherwise classified as borrowings under GAAP); (i) any amount of any liability under an advance or deferred purchase agreement if (a) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (b) the agreement is in respect of the supply of assets or services and payment is due more than 180 days after the date of supply; (j) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back, sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and (k) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above. First Repayment Date means, in relation to each Ship Tranche and subject to clause 36.7 (Business Days), the date falling three months after the date of this Agreement. Flag State means, in relation to a Ship, the country specified in respect of that Ship in Schedule 2 (Ship information), or such other state or territory as may be approved by the Lenders, at the request of the relevant Owner, as being the "Flag State" of that Ship for the purposes of the Finance Documents. Fleet Vessel means each Ship and any other vessel owned, operated, managed or crewed by any Group Member. Funding Rate means any individual rate notified by a Lender to the Agent pursuant to clause 10.3 (Cost of funds). GAAP means, as applicable, generally accepted accounting principles in United States of America or International Accounting Standards, International Financial Reporting Standards and related interpretations as amended, supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to the relevant financial statements. General Assignment means, in relation to a Ship, a first assignment of the relevant Owner’s interest in the Ship's Insurances, Earnings and Requisition Compensation and any management
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12 UK-#751511372-v3 agreement in respect of that Ship by that Owner in favour of the Security Agent in the agreed form. GLNG means Golar LNG Limited a company incorporated in Bermuda with its registered office at 2nd Floor, X.X. Xxxxxxx Building, 0 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX00, Xxxxxxx. GLNG Shareholder Loan means the up to $25,000,000 revolving loan facility made or to be made available to the Borrower by GLNG. Group means the Borrower and its Subsidiaries for the time being (being the Subsidiaries who are, at any relevant time, the then current Subsidiaries of the Borrower) and, for the purposes of clause 19.2 (Financial statements) and clause 20 (Financial covenants), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP and/or any applicable law. Group Member means any entity which is part of the Group. Hedging Contract means any Hedging Transaction between the Borrower and any Hedging Provider pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction and any contract in relation to such a Hedging Transaction constituted and/or evidenced by them and Hedging Contracts means all of them. Hedging Contract Security means a deed or other instrument by the Borrower in favour of the Security Agent in the agreed form conferring a Security Interest over any Hedging Contracts. Hedging Exposure means, as at any relevant date and in relation to any Hedging Provider, the aggregate of the amount certified by each of the Hedging Providers to the Agent to be the net amount in dollars; (a) in relation to all Hedging Contracts that have been closed out on or prior to the relevant date, that is due and owing by the Borrower to the Hedging Providers in respect of such Hedging Contracts on the relevant date; and (b) in relation to all Hedging Contracts that are continuing on the relevant date, that would be payable by the Borrower to the Hedging Providers under (and calculated in accordance with) the early termination provisions of the Hedging Contracts as if an Early Termination Date (as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts. Hedging Master Agreement means any agreement made or (as the context may require) to be made between the Borrower and a Hedging Provider comprising an ISDA Master Agreement and Schedule thereto in the agreed form. Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to the term "Transaction" in that Hedging Master Agreement. Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary. Increased Costs has the meaning given to that term in clause 13.1(b) (Increased Costs). Indemnified Person means:
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13 UK-#751511372-v3 (a) each Finance Party and each Receiver and any attorney, agent or other person appointed by them under the Finance Documents; (b) each Affiliate of each Finance Party and each Receiver; and (c) any officers, employees or agents of each Finance Party and each Receiver. Initial Ship C Charter means, in relation to Ship C, the charter commitment for that Ship details of which are provided in Schedule 2 (Ship information). Insolvency Event in relation to a Finance Party (or, for the purposes of clause 31.2, a New Lender) means that the Finance Party (or, for the purposes of clause 32.2, that New Lender): (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervisor or similar official; (e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and: (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (f) has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009; (g) has a resolution passed for its winding up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (h) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not
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14 UK-#751511372-v3 to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above; (i) has a secured party take possession of all or substantially all its assets or has an execution, attachment, sequestration or other enforcement action or legal process levied, enforced, taken or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (j) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or (k) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. Insurance Notice means, in relation to a Ship, a notice of assignment from that Ship's Owner in the form scheduled to that Ship's General Assignment or in another approved form. Insurances means, in relation to a Ship: (a) all policies and contracts of insurance; and (b) all entries in a protection and indemnity or war risks or other mutual insurance association (c) in the name of that Ship's owner or the joint names of its owner and any other person in respect of or in connection with that Ship and/or its owner's Earnings from that Ship and includes all benefits thereof (including the right to receive claims and to return of premiums). Interest Payment means the aggregate amount of interest that is, or is scheduled to become, payable under any Finance Document. Interest Period means, in relation to each Ship Tranche (or any part of such Ship Tranche), each period determined in accordance with clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3 (Default interest). Inventory of Hazardous Material means a statement of compliance issued by the relevant Classification Society and which includes a list of any and all materials known to be potentially hazardous utilised in the construction of a Ship and which also may be referred to as a List of Hazardous Material. Last Availability Date means: (a) in respect of a Ship Commitment, 29 April 2022 (or such later date as may be approved by the Lenders); and (b) in respect of an Additional Ship Commitment, 30 June 2023 (or such later date as may be approved by the Lenders). Legal Opinion means any legal opinion delivered to the Agent under clause 4 (Conditions of Utilisation). Legal Reservations means:
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15 UK-#751511372-v3 (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; (b) the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984, the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and (c) similar principles, rights and defences under the laws of any Relevant Jurisdiction. Lender means: (a) any Original Lender; and (b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 31 (Changes to the Lenders), (c) which in each case has not ceased to be a Lender in accordance with the terms of this Agreement. Lessor, in respect of a Ship (other than Ship C), means the existing owner of such Ship which is party to an Existing Lease. Loan means the loan made or to be made available under the Facility or the principal amount outstanding for the time being of that loan. Lookback Period means the number of days specified as such in the Reference Rate Terms. Losses means any costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions. Loss Payable Clauses means, in relation to a Ship, the provisions concerning payment of claims under that Ship's Insurances in the form scheduled to that Ship's General Assignment or in another approved form. Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount. Major Casualty Amount means, in relation to a Ship, the amount specified as such in Schedule 2 (Ship information) against the name of that Ship or the equivalent in any other currency. Majority Lenders means: (a) if no part of the Loan is then outstanding, a Lender or Lenders whose Commitments aggregate more than 66 2/3 per cent of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3 per cent of the Total Commitments immediately prior to that reduction).; or (b) at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66 2/3 per cent of the Loan. Manager's Undertaking means, in relation to a Ship, an undertaking by any manager of that Ship to the Security Agent in the agreed form pursuant to clause 22.4 (Manager).
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16 UK-#751511372-v3 Mandatory Repayment Date means in relation to: (a) a Total Loss of a Ship, the applicable Total Loss Repayment Date; or (b) a sale of a Ship by the relevant Owner or (subject to release of the applicable Share Security) the sale of all or part of an Owner, the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of the relevant purchase price. Margin means the percentage rate per annum determined in accordance with clause 8.1(c) (Calculation of interest). Market Disruption Rate means the rate (if any) specified as such in the Reference Rate Terms. Material Adverse Effect means, in the reasonable opinion of the Majority Lenders, a material adverse effect on: (a) the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole which will, or is reasonably likely to, affect the ability of an Obligor to perform its obligations under the Finance Documents; or (b) the ability of an Obligor to perform its obligations under the Finance Documents; or (c) the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents. Minimum Value means, at any time, the amount in dollars which is at that time equal to 135 per cent of the Loan. Month means, in relation to an Interest Period (or any other period for the accrual of commission or fees), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the Reference Rate Terms. Mortgage means, in relation to a Ship, a first mortgage of that Ship in the agreed form by the relevant Owner in favour of the Security Agent. Mortgage Period means, in relation to a Ship, the period from the date the Mortgage over that Ship is executed and registered until the date such Mortgage is released and discharged or, if earlier, its Total Loss Date. New Lender has the meaning given to that term in clause 31 (Changes to the Lenders). Obligors means the parties to the Finance Documents other than: (a) any Finance Parties; (b) any Approved Commercial Manager (other than, in the event they are an Approved Commercial Manager, the Borrower and any Owner); (c) any Approved Technical Manager (other than, in the event they are an Approved Technical Manager, the Borrower and any Owner); and
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17 UK-#751511372-v3 (d) GLNG, and Obligor means any one of them. Original Financial Statements means: (a) in relation to an Owner, the unaudited management accounts that Owner for its financial year ended 31 December 2021; and (b) in relation to the Borrower, proforma unaudited combined financial statements of the Borrower for the financial year ended 31 December 2021. Original Jurisdiction means, in relation to an Original Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement or, in the case of any other Obligor, as at the date on which that Obligor becomes an Obligor. Original Obligor means each party to this Agreement and the Original Security Documents other than: (a) any Finance Parties; (b) any Approved Commercial Manager; (c) any Approved Technical Manager; and (d) GLNG. Original Security Documents means: (a) any Account Security; (b) any Charter Assignment in respect of a Ship; (c) the General Assignments in respect of each of the Ships; (d) any Hedging Contract Security; (e) any Manager's Undertaking in relation to a Ship if required under clause 22.4 (Manager); (f) the Mortgages over each of the Ships; (g) the Share Security in relation to each Owner; and (h) any Subordination Agreement. Owner means, in relation to a Ship, the person specified as "Owner" against the name of that Ship in Schedule 2 (Ship information) and Owners means any or all of them. Owner Earnings Accounts means each of the interest bearing dollar accounts of an Owner with the Account Bank designated as an "Earnings Account" under clause 26 (Bank accounts). Participating Member State means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
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18 UK-#751511372-v3 Party means a party to this Agreement. Payment Disruption Event means either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or (b) the occurrence of any other event which results in a disruption (of a technical or systems- related nature) to the treasury or payments operations of a Party preventing that, or any other Party: (i) from performing its payment obligations under the Finance Documents; or (ii) from communicating with other Parties in accordance with the terms of the Finance Documents, (and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted. Permitted Maritime Liens means, in relation to any Ship: (a) any lien disclosed in writing to the Agent prior to the date of this Agreement and approved by the Agent; (b) unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect of that Ship for an amount not exceeding the Major Casualty Amount; (c) any lien on that Ship for master's, officer's or crew's wages outstanding in the ordinary course of its trading; (d) any lien on that Ship for salvage; (e) any other lien arising by operation of law in the ordinary course of trading or on customary terms pursuant to a charter commitment; and (f) in each case (other than (a) above) securing obligations not more than 30 days overdue. Permitted Security Interests means any Security Interest which is: (a) granted by the Finance Documents; or (b) until the applicable Utilisation Date, granted in connection with the Financial Indebtedness under the Existing Facility and Existing Leases which is to be refinanced by the Facility; or (c) permitted pursuant to the Finance Documents; or (d) disclosed in writing to the Agent prior to the date of this Agreement and approved by the Agent (acting on the instructions of the Majority Lenders); or (e) a Permitted Maritime Lien; or
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19 UK-#751511372-v3 (f) is approved by the Majority Lenders. Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws. Poseidon Principles means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published on xxx.xxxxxxxxxxxxxxxxxx.xxx as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time. Purchase Contract means, in respect of the Owners, the agreement dated 26 January 2022 and made between the Borrower and GLNG for the acquisition by the Borrower of the entire issued and outstanding share capital of the Owners. Quantum Pacific Shipping means Quantum Pacific Shipping Ltd, a company incorporated under the laws of the Republic of Liberia, with registered number C-75624 and registered address at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx xx Xxxxxxx. Quiet Enjoyment Letter means, in respect of a Ship where required by the terms of any Charter, a letter by the Security Agent (in a form approved by all the Lenders) addressed to, and acknowledged by, the relevant Owner and Charterer under such Charter of the Ship in an agreed form. Receiver means a receiver or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property under any relevant Security Document. Reference Rate Supplement means a document which: (a) is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of all the Lenders); (b) specifies the terms which are expressed in this Agreement to be determined by reference to the Reference Rate Terms; and (c) has been made available to the Borrower and each Finance Party. Reference Rate Terms means the terms set out in Schedule 8 (Reference Rate Terms) or in any Reference Rate Supplement. Reformed Basel III means the agreements contained in “Basel III: Finalising post-crisis reforms” published by the Basel Committee on Banking Supervision in December 2017, as amended, supplemented or restated. Reformed Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any other law or regulation which implements Reformed Basel III (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates. Registry means, in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the relevant Ship, the relevant Owner's title to that Ship and the relevant Mortgage under the laws of its Flag State.
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20 UK-#751511372-v3 Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund. Relevant Jurisdiction means, in relation to an Obligor: (a) its Original Jurisdiction; (b) any jurisdiction where any Charged Property owned by it is situated; (c) any jurisdiction where it conducts its business; and (d) any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it. Relevant Market means the market specified as such in the Reference Rate Terms. Relevant Party means the Obligors excluding any managers of the Ship other than Golar Management Limited. Repayment Date means, in relation to each Ship Tranche and subject to clause 36.7 (Business Days): (a) the First Repayment Date; (b) each of the dates falling at three monthly intervals thereafter up to but not including the Final Repayment Date; and (c) the Final Repayment Date. Repayment Schedule means the repayment schedule set out in Schedule 7 (Repayment Schedule). Repeating Representations means each of the representations and warranties set out in clauses 18.2 (Status) to 18.11 (Ranking and effectiveness of security), clause 18.23 (Legal and beneficial ownership), clause 18.33 (Sanctions), clause 18.35 (No corrupt practices) and clause 18.36 (Financing of vessels owned by Group Members). Reporting Day means the day (if any) specified as such in the Reference Rate Terms. Reporting Time means the relevant time (if any) specified as such in the Reference Rate Terms. Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. Requisition Compensation means, in relation to a Ship, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of that Ship. Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.
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21 UK-#751511372-v3 Restricted Party means a person, entity or vessel: (a) that is listed on any Sanctions List or any other sanctions-related list of persons, vessels or entities published by or on behalf of a Sanctions Authority (in each case, whether designated by name or by reason of being included in a class of persons, vessels or entities); (b) that is domiciled, resident, located, registered as located or having its main place of business in, or is incorporated under the laws of, a country or territory which is, subject to Sanctions Laws; (c) that is directly or indirectly owned or controlled by, or acting on behalf of, at the direction or for the benefit of (as interpreted under any relevant Sanctions Laws), a person or entity referred to in (a) and/or (b) above; (d) with which any of the Lenders is prohibited from dealing by any Sanctions Laws; or (e) that is otherwise a subject of or targeted by Sanctions Laws. RFR has the meaning given to it in the Reference Rate Terms. RFR Banking Day has the meaning given to it in the Reference Rate Terms. Sanctions Authority means the United Nations, the Norwegian State, the European Union, the United Kingdom, any member states of the European Union and the European Economic Area, the United States of America, the Security Council of the United Nations and any other country whose laws or regulations bind any Relevant Party and any authority, government, official institution or agency acting on behalf of any of them in connection with Sanctions Laws. Sanctions Laws means any trade, economic or financial sanctions laws and/or any regulations, embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority from time to time. Sanctions List means any list of persons, vessels or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority including, without limitation, the "Specially Designated Nationals and Blocked Persons" list issued by the Office of Foreign Assets Control of the US Department of Treasury, the "Consolidated List of Financial Sanctions Targets " issued by Her Majesty's Treasury, or any similar list issued or maintained or made public by any of the Sanctions Authorities each as amended, supplemented or substituted from time to time. Security Agent includes any person as may be appointed as such under the Finance Documents and includes any separate trustee or co-trustee appointed under clause 33.32 (Additional trustees). Security Documents means: (a) the Original Security Documents; (b) any other document as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.
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22 UK-#751511372-v3 Security Interest means a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect. Security Value means, at any time, the amount in dollars which, at that time, is the aggregate of (a) the market value determined in accordance with clause 25 (Minimum security value) (or, if less in relation to an individual Ship, the maximum amount capable of being secured by the Mortgage of the relevant Ship) of the Ships which have not then become a Total Loss and (b) the value of any additional security then held by the Security Agent provided under clause 25 (Minimum security value), in each case as most recently determined in accordance with this Agreement. Share Security means, in relation to each Owner, the document constituting a first Security Interest by the Borrower in favour of the Security Agent in the agreed form in respect of all of the shares in such entity. Ship A means the ship described as such in Schedule 2 (Ship information). Ship B means the ship described as such in Schedule 2 (Ship information). Ship C means the ship described as such in Schedule 2 (Ship information). Ship D means the ship described as such in Schedule 2 (Ship information). Ship E means the ship described as such in Schedule 2 (Ship information). Ship F means the ship described as such in Schedule 2 (Ship information). Ship Commitment means, in relation to a Ship, the amount specified as such in respect of such Ship in Schedule 2 (Ship information) as cancelled or reduced pursuant to any provision of this Agreement. Ship Representations means each of the representations and warranties set out in clauses 18.30 (Ship status) and 18.31 (Ship's employment). Ship Tranche means, in relation to a Ship, the principal amount of the aggregate of the Ship Commitment and the Additional Ship Commitment for that Ship which has been borrowed under the Facility or the part of that principal amount which is outstanding for the time being. Ships means each of the ships described in Schedule 2 (Ship information) and Ship means any of them. Spill means any actual or threatened spill, release or discharge of a Pollutant into the environment. Statement of Compliance means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI. Subordination Agreement means any agreement made between any relevant Group Member or GLNG and the Security Agent in an agreed form subordinating that Group Member’s or GLNG’s
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23 UK-#751511372-v3 rights under any loans permitted in accordance with clause 27.3 (Financial Indebtedness) (including, without limitation, the GLNG Shareholder Loan). Subsidiary of a person means any other company or entity directly or indirectly controlled by such person and a wholly owned Subsidiary of that person means a Subsidiary which has no members except such person and that person's wholly owned Subsidiaries and its or their nominees. Supplemental Agreement means the supplemental agreement to this Agreement dated _____________ 2023 between the Parties. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). Total Commitments means the aggregate of the Commitments, being, at the date of this Agreement $570,000,000, (which has been fully utilised and partially repaid) and $504,358,910 as at the Effective Date (of which up to $70,000,000, represented by the Additional Ship Commitments, remains to be utilised as at the Effective Date). Total Loss means, in relation to a vessel, its: (a) actual, constructive, compromised or arranged total loss; or (b) requisition for title, confiscation or other compulsory acquisition by a government entity; or (c) hijacking, theft, condemnation, capture, seizure, arrest or detention for more than 30 days. Total Loss Date means, in relation to the Total Loss of a vessel: (a) in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported; (b) in the case of a constructive, compromised, agreed or arranged total loss, the earliest of: (i) the date notice of abandonment of the vessel is given to its insurers; or (ii) if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or (iii) the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the vessel's insurers; (c) in the case of a requisition for title, confiscation or compulsory acquisition, the date 30 days after the date it happened; and (d) in the case of hijacking, theft, condemnation, capture, seizure, arrest or detention, the date 30 days after the date upon which it happened. Total Loss Repayment Date means, where a Ship has become a Total Loss, the earlier of: (a) the date 120 days after its Total Loss Date; and 28 June
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24 UK-#751511372-v3 (b) the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity. Transfer Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower. Transfer Date means, in relation to an assignment, the later of: (a) the proposed Transfer Date specified in the Transfer Certificate; and (b) the date on which the Agent executes the Transfer Certificate. Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price. Trust Property means, collectively: (a) all moneys duly received by the Security Agent under or in respect of the Finance Documents; (b) any portion of the balance on any Account held by or charged to the Security Agent at any time; (c) the Security Interests, guarantees, security, powers and rights given to the Security Agent under and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all obligations of any Obligor or any other party to the Finance Documents; (d) all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor or any other person; and (e) all or any part of any rights, benefits, interests and other assets at any time representing or deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or its agent in respect of the same (or any part thereof). UK Bail-In Legislation means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings). Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents. US Waters the waters of the United States of America as such term is defined under any applicable laws and regulations. Utilisation means the making of an Advance. Utilisation Date means the date on which a Utilisation is to be made. Utilisation Request means a notice substantially in the form set out in Schedule 4 (Utilisation Request).
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26 UK-#751511372-v3 (ii) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally; (iii) words importing the plural shall include the singular and vice versa; (iv) a time of day are to London time; (v) any person includes its successors in title, permitted assignees or transferees; (vi) the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry; (vii) agreed form means: (A) where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form; (B) prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower or, if not so agreed or approved, is in the form specified by the Agent; (viii) approved by the Majority Lenders or approved by the Lenders means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise approved means approved in writing by the Agent (on such conditions as the Agent may impose) and approval and approve shall be construed accordingly; (ix) assets includes present and future properties, revenues and rights of every description; (x) an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration; (xi) charter commitment means, in relation to a vessel, any charter or contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any agreement for pooling or sharing income derived from any such charter or contract; (xii) control of an entity means (except when used in the definition of Change of Control in clause 1.1 (Definitions)): (A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (1) cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or
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27 UK-#751511372-v3 (2) appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or (3) give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or (B) the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital); and controlled shall be construed accordingly; (xiii) a Lender’s cost of funds in relation to its participation in any Ship Tranche (or any relevant part of it) is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Ship Tranche (or any relevant part of it) for a period equal in length to the Interest Period for that Ship Tranche (or the relevant part of it); (xiv) the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest; (xv) $, USD and dollars denote the lawful currency of the United States of America; (xvi) the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent's spot rate of exchange); (xvii) a government entity means any government, state or agency of a state; (xviii) a group of Lenders includes all the Lenders; (xix) a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness; (xx) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
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28 UK-#751511372-v3 (xxi) month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that: (A) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and (B) if there is no numerically corresponding day in that month, that period shall end on the last Business Day in that month and the above rules in paragraphs (i) to (ii) will only apply to the last month of any period; (xxii) an obligation means any duty, obligation or liability of any kind; (xxiii) something being in the ordinary course of business of a person means something that is in the ordinary course of that person's current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents); (xxiv) pay or repay in clause 27 (Business restrictions) includes by way of set-off, combination of accounts or otherwise; (xxv) a person includes any individual, firm, company, corporation, government entity or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); (xxvi) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and, in relation to any Lender, includes (without limitation) any Basel II Regulation or Basel III Regulation or any law or regulation which implements Reformed Basel III, in each case which is applicable to that Lender; (xxvii) right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity; (xxviii)trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law; (xxix) (i) the liquidation, winding up, dissolution, or administration of a person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; (xxx) a provision of law is a reference to that provision as amended or re-enacted; and
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29 UK-#751511372-v3 (xxxi) any applicable law or regulation which is a regulation or directive of the EU or which is an EU Treaty (as such expression is defined in the European Communities Act 1972) and which is given effect in the United Kingdom under the European Communities Act 1972 includes a reference to any other applicable law or regulation in force in the United Kingdom at any time after the repeal of the European Communities Act 1972 which is intended to give effect to the provisions of such regulation, directive of the EU or EU Treaty. (b) A reference in this Agreement to a page or screen of an information service displaying a rate shall include: (i) any replacement page of that information service which displays that rate; and (ii) the appropriate page of such other information service which displays that rate from time to time in place of that information service, and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Borrower. (c) A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate. (d) Any Reference Rate Supplement overrides anything in: (i) Schedule 8 (Reference Rate Terms); or (ii) any earlier Reference Rate Supplement. (e) A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in: (i) Schedule 9 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 10 (Cumulative Compounded RFR Rate), as the case may be; or (ii) any earlier Compounding Methodology Supplement. (f) Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies. (g) Section, clause and Schedule headings are for ease of reference only. (h) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. (i) A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived or, prior to the Agent giving notice under clause 29.24 (Acceleration) and the Event of Default is capable of remedy, remedied.
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31 UK-#751511372-v3 Section 2 - The Facility 2 The Facility 2.1 The Facility Subject to the terms of this Agreement, the Lenders make available to the Borrower a term loan facility in an amount equal to the Total Commitments. 2.2 Finance Parties' rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in a Facility or its role under a Finance Document (including any such amount payable to the Agent on its behalf) is a debt owing to that Finance Party by that Obligor. (c) A Finance Party may, except as specifically provided in the Finance Documents (including, without limitation, clauses 33.26 (All enforcement action through the Security Agent)) and 34.2 (Finance Parties acting together), separately enforce its rights under or in connection with the Finance Documents. 3 Purpose 3.1 Purpose The Borrower shall apply all amounts borrowed under the Facility in accordance with this clause 3. 3.2 Refinancing and general corporate purposes The Commitments shall be made available solely for the following purposes: (a) to assist the Borrower with acquiring the shares in each Owner and refinancing of the relevant Existing Financial Indebtedness; and (b) for general corporate purposes. 3.3 Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement. 4 Conditions of Utilisation
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32 UK-#751511372-v3 4.1 Initial conditions precedent The Lenders will only be obliged to comply with clause 5.5 (Lenders' participation) in relation to any Utilisation (other than any Utilisation in respect of an Advance relating to an Additional Ship Commitment) if on or before the Utilisation Date for that Utilisation, the conditions in clause 4.4 (Further conditions precedent) are satisfied and the Agent, or its duly authorised representative, has received or is satisfied that it will receive on the date that the relevant Commitments are made available all of the documents and other evidence listed in Part 1 of Schedule 3 (Conditions precedent to any Utilisation) in form and substance satisfactory to the Agent. 4.2 Ship and security conditions precedent The Ship Commitment in respect of a Ship Tranche shall only become available for borrowing under this Agreement if the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 of Schedule 3 (Ship and security conditions precedent) relating to the relevant Ship and relevant Owner in form and substance satisfactory to the Agent, provided that in respect of the making of an Advance relating to an Additional Ship Commitment the Borrowers need only comply with clauses 4.4 (Further Conditions precedent) and 5 (Utilisation) and Schedule 3, Part 2, paragraph 9 (Value of security). 4.3 Notice to Lenders The Agent shall notify the Lenders and the Borrower promptly upon receipt and being satisfied with all of the documents and evidence referred to in this clause 4 in form and substance satisfactory to it. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification. 4.4 Further conditions precedent The Lenders will only be obliged to comply with clause 5.5 (Lenders' participation) if: (a) in relation to each Utilisation, on the date of the relevant Utilisation Request and on the proposed Utilisation Date, no Default is continuing or would result from the proposed Utilisation; (b) in relation to each Utilisation, on the date of the relevant Utilisation Request and on the proposed Utilisation Date, all of the representations set out in clause 18 (Representations) (other than the Ship Representations) are true; and (c) in relation to each Utilisation, on the proposed Utilisation Date, the Ship Representations are true. 4.5 Waiver of conditions precedent The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders. 4.6 Conditions subsequent The Borrower shall provide to the Agent:
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33 UK-#751511372-v3 (a) evidence of the service on any relevant managers of the relevant notices of assignment required under paragraph 2(e) of Part 2 of Schedule 3 (Ship and security conditions precedent) within ten Business Days of the relevant Utilisation Date (and the Borrower and relevant assignor shall exercise reasonable commercial efforts to obtain the acknowledgments to such notices of assignment within ten Business Days of such Utilisation Date); (b) if Quiet Enjoyment Letters are required by the relevant Charterer pursuant to the terms of any Charter, originals of the duly executed and dated Quiet Enjoyment Letters as soon as practicable after signing thereof by the relevant Charterer; and (c) evidence of the Borrower being listed on Euronext Growth in Oslo or on NYSE, NASDAQ or any other reputable stock exchange approved by the Lenders on or before 31 March 2022.
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35 UK-#751511372-v3 precedent pursuant to paragraph 9 of Part 2 of Schedule 3 (Ship and security conditions precedent)); and (2) the Total Commitments as at the date of this Agreement. (c) The Advances in respect of the Additional Ship Commitments shall, in accordance with the Total Commitments as at the Effective Date, not exceed $70,000,0000. 5.4 Pre-placement of an Advance (a) Notwithstanding that the Borrower may not have yet satisfied all of the conditions precedent set out in Schedule 3 (Conditions precedent), in order to facilitate compliance by the Borrower with the Purchase Contract or in order to facilitate prepayment of Existing Financial Indebtedness, provided that: (i) the Borrower has submitted a Utilisation Request in respect of an Advance in accordance with this clause 5; (ii) the Borrower has satisfied the conditions precedent set out in Part 1 and paragraph 1, paragraph 2 (with the relevant Security Documents other than the relevant Mortgage to be signed undated in escrow), paragraphs 3 to 5, paragraphs 7 to 12 and paragraph 14 of Part 2 of Schedule 3 (Conditions precedent); and (iii) in the opinion of the Agent (acting on the instructions of the Majority Lenders) the Borrower is reasonably likely to satisfy all remaining and outstanding conditions precedent set out in Schedule 3 (Conditions precedent) within three (3) Business Days from the Utilisation Date and in any event on or before the Release (as defined below in clause 5.4(b)), the Lenders (following a decision made by the Majority Lenders, all acting reasonably) may, subject to the other terms and conditions of this clause 5.4 and the other provisions of this Agreement, make the relevant Advance available on the date specified in the relevant Utilisation Request, being the date falling no more than two Business Days before the relevant Existing Financial Indebtedness is to be prepaid, by depositing the Advance with a bank acceptable to the Majority Lenders (acting reasonably) (each a Refinancing Bank). (b) The Advance utilised pursuant to this clause 5.4 (or such part as shall be required to ensure that all payments required to prepay the relevant Existing Financial Indebtedness) shall (subject to the other provisions of this Agreement) be remitted by the Agent to the relevant Refinancing Bank as a cash deposit in the Agent’s name with the relevant Refinancing Bank with its correspondent bank in New York, on condition that it will be held by the relevant Refinancing Bank to the order of the Agent for release by the Agent to the relevant Refinancing (the Release) and only subject to such irrevocable instructions addressed from the Agent to the relevant Refinancing Bank as are acceptable to the Agent (acting reasonably) (Irrevocable Instructions). (c) The Irrevocable Instructions shall in any event provide (inter alia) that the relevant Advance shall be returned to the Agent within five (5) Business Days if not released to the relevant Refinancing Bank or its order. The Finance Parties and the Obligors hereby agree that the relevant Advance shall not be released to the relevant Refinancing Bank or to its order, and the Agent (and the authorised representatives of the Agent specified in the Irrevocable Instructions) shall not release or agree to release the Advance to the relevant Refinancing Bank or its order, unless and until:
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36 UK-#751511372-v3 (i) the “Protocol of Delivery and Acceptance” in respect of the relevant Ship between the relevant Owner and the relevant Lessor (except in the case of Ship C) has been signed; (ii) the Agent is satisfied that the transfer of shares of the relevant Owner from GLNG to the Borrower will occur immediately following the Release; and (iii) the Agent is satisfied that all the conditions precedent set out in Part 2 of Schedule 3 (Ship and security conditions precedent), have been (or will be concurrently with the Release) satisfied in full or otherwise waived in accordance with the provisions of this Agreement. (d) The Borrower hereby irrevocably and unconditionally undertakes that it shall not give any instructions to the relevant Refinancing Bank in respect of any Advance that are inconsistent with any Irrevocable Instructions in respect of such Advance. (e) The Borrower shall immediately prepay the Advance, together with interest thereon (calculated in accordance with clause 8.1 (Calculation of interest)), on the date on which the relevant Refinancing Bank is required to return the moneys funded by the Advance to the Agent in accordance with the Irrevocable Instructions (and regardless of whether the relevant Refinancing Bank has then carried out such instructions), provided that any moneys (including interest, if any) actually returned to the Agent from the relevant Refinancing Bank shall be applied by the Agent in satisfaction of such prepayment obligation of the Borrower and in payment of any amounts payable by the Borrower under clause 7.10 (Restrictions) as a result of such prepayment. (f) In case of application of this clause 5.4 in respect of any Advance,, such Advance shall accrue interest in accordance with the terms of clause 8.1 (Calculation of interest) from the relevant Utilisation Date. (g) Any amount prepaid under clause 5.4(e) shall be, subject to the other terms of this Agreement, available to be redrawn by the Borrower where there has been a delay in refinancing the relevant Existing Financial Indebtedness and the acquisition of shares in the relevant Owner, in again assisting the Borrower to satisfy its obligations under the Purchase Contract and/or the Existing Financial Indebtedness. 5.5 Lenders' participation (a) If the conditions set out in this Agreement have been met and subject to clause 6 (Repayment), each Lender shall make its participation in each Advance available by the relevant Utilisation Date through its Facility Office. (b) The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Advance. (c) The Agent shall promptly notify each Lender of the amount of the Advance and the amount of its participation in the Advance. (d) The Agent shall pay all amounts received by it in respect of the Advance (and its own participation in it, if any) to the Borrower or for its account in accordance with the instructions contained in the relevant Utilisation Request.
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37 UK-#751511372-v3
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41 UK-#751511372-v3 (c) On the last day of each Interest Period which ends after the Borrower has given notice under clause 7.6(a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Xxxxxx's participation in the Loan and that Xxxxxx’s corresponding Available Commitment shall be immediately cancelled in the amount of the participations repaid. (d) The Borrower may, in the circumstances set out in clause 7.6(a), on 15 Business Days' prior notice to the Agent and that Lender or in the circumstances set out in clause 7.1, on 15 Business Days' prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c)), replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 31 (Changes to the Lenders) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution or fund selected by the Borrower which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment equal to the aggregate of: (i) the outstanding principal amount of such Xxxxxx's participation in the Loan; (ii) all accrued interest owing to such Lender; (iii) the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrower prepaid in full that Xxxxxx's participation in the Loan on the date of the assignment; and (iv) all other amounts payable to that Lender under the Finance Documents on the date of the assignment. (e) The replacement of a Lender pursuant to clause 7.6(d) shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; (iii) in no event shall the Lender replaced under clause 7.6(d) be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to assign its rights pursuant to clause 7.6(d) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that assignment. (f) A Lender shall perform the checks described in clause 7.6(e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.6(d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. 7.7 Sale or Total Loss
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43 UK-#751511372-v3 cancellation, frustration, withdrawal or the date which the Initial Ship C Charter ceases to be in full force and effect, the following conditions are satisfied: (i) the relevant Owner has entered into an approved charter commitment in respect of Ship C on terms (including hire rate, duration and charterer) acceptable to all Lenders; and (ii) the relevant Owner has executed a Charter Assignment in favour of the Security Agent in respect of such approved Charter commitment and delivered such related documents of the nature described in Schedule 3 (Conditions precedent) as the Agent may require. 7.9 Automatic cancellation Any part of a Ship Commitment which has not become available by, or which is undrawn on, the Last Availability Date shall be automatically cancelled at close of business on the Last Availability Date for that Ship Commitment. 7.10 Restrictions (a) Any notice of cancellation or prepayment given by any Party under this clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not reborrow any part of the Facility which is prepaid or repaid except in accordance with clause 5.4(g) (Pre-placement of an Advance). (d) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) (i) Any prepayment required as a result of a cancellation in full of an individual Lender’s Commitment under clause 7.1 (Illegality) or clause 7.6 (Right of cancellation and prepayment in relation to a single Lender) shall be applied in prepaying the relevant Lender’s participation in the Loan. (ii) Any other prepayment shall be applied pro rata to each Lender’s participation in the Loan. (h) Any prepayment under this Agreement shall be made together with payment to any Hedging Provider, of any amount falling due to the relevant Hedging Provider under a
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44 UK-#751511372-v3 Hedging Contract as a result of the termination or close out of that Hedging Contract or any Hedging Transaction under it in accordance with clause 28.3 (Unwinding of Hedging Contracts) in relation to that prepayment.
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49 UK-#751511372-v3 11.3 Early prepayment fee In relation to any prepayment in accordance with this Agreement which is the third or more prepayment in a twelve month period other than a prepayment: (a) required by clause 7.1 (Illegality); (b) required by clause 7.6 (Right of replacement or cancellation and prepayment in relation to a single Lender); (c) required by clause 7.7 (Sale or Total Loss) but only to the extent relating to the Total Loss of a Ship; or (d) required by clause 25.13 (Security shortfall), the Borrower shall pay to the Agent (for the Agent’s own account) a fee of $5,000.
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55 UK-#751511372-v3 which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitments or funding or performing its obligations under any Finance Document. 13.2 Increased Cost claims (a) A Finance Party intending to make a claim pursuant to clause 13 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower. (b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs and setting forth the basis of the computation of such amount but not including any matters which such Lender or its Holding Company regards as confidential. If the Borrower requests information regarding the amount of any Increased Costs demanded under paragraph (a) above, the relevant Finance Party invoking this clause 13 (Increased Costs) shall act reasonably in considering what information (not including any matters which such Finance Party or its holding company regards as confidential) it may be able to provide to the Borrower, which information the Agent shall promptly send to the Borrower once received from such Finance Party. 13.3 Exceptions (a) Clause 13 (Increased Costs) does not apply to the extent any Increased Cost is: (i) attributable to a Tax Deduction required by law to be made by an Obligor; (ii) compensated for by clause 12.5 (Indemnities on after Tax basis) or clause 12.3 (Tax indemnity) (or would have been compensated for under clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.3(b) applied); (iii) attributable to a FATCA Deduction required to be made by a Party; or (iv) a Basel II Increased Cost or is attributable to the implementation or application or compliance with any other law or regulation which implements the Basel II Accord (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates); or (v) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation. (b) In this clause 13.3, a reference to a Tax Deduction has the same meaning given to the term in clause 12.1 (Definitions). 14 Other indemnities 14.1 Currency indemnity (a) If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:
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62 UK-#751511372-v3 (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any other Obligor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or (g) any insolvency or similar proceedings. 17.5 Guarantor Intent Without prejudice to the generality of clause 17.4 (Waiver of defences), each Owner expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents. 17.6 Immediate recourse Each Owner waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from each Owner under this clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 17.7 Appropriations Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Owner shall be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from any Owner or on account of any Owner's liability under this clause 17. 17.8 Deferral of Owner’s rights
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63 UK-#751511372-v3 (a) Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Owner will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 17: (i) to be indemnified by another Obligor; (ii) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents; (iii) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; (iv) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Owner has given a guarantee, undertaking or indemnity under this clause 17 (Guarantee and indemnity); (v) to exercise any right of set-off against any other Obligor; and/or (vi) to claim or prove as a creditor of any other Obligor in competition with any Finance Party. (b) If an Owner receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with clause 36 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full. 17.9 Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party. 17.10 Reservation of rights No failure or delay on the part of the Agent to exercise any power, right or remedy under this guarantee shall operate as a waiver thereof, nor shall any single or partial exercise by the Agent of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. The remedies provided in this guarantee are cumulative and are not exclusive of any remedies provided by law. 17.11 Assignment The Owners shall maintain this guarantee regardless of any assignment, novation or any other transfer of any of the Obligors’ or any other person’s obligations under the Finance Documents or any rights arising for the Security Agent (as trustee for the Finance Parties) under the Finance Documents.
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65 UK-#751511372-v3 18.6 Validity and admissibility in evidence (a) All authorisations required or desirable: (i) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations under each Finance Document and any Charter Document to which it is a party; (ii) to make each Finance Document and any Charter Document to which it is a party admissible in evidence in its Relevant Jurisdiction; and (iii) to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them, have been obtained or effected and are in full force and effect except any authorisation or filing referred to in clause 18.13 (No filing or stamp taxes), which authorisation or filing will be promptly obtained or effected within any applicable period. (b) All authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor and each other Group Member have been obtained or effected and are in full force and effect if failure to obtain or effect those authorisations might have a Material Adverse Effect. 18.7 Governing law and enforcement (a) Subject to the Legal Reservations, the choice of English law or any other applicable law as the governing law of any Finance Document and any Charter Document will be recognised and enforced in each Obligor's Relevant Jurisdictions. (b) Subject to the Legal Reservations, any judgment obtained in England in relation to an Obligor will be recognised and enforced in each Obligor's Relevant Jurisdictions. 18.8 Information (a) Any Information is true and accurate in all material respects at the time it was given or made. (b) There are no facts or circumstances or any other information which could make the Information incomplete, untrue, inaccurate or misleading in any material respect. (c) The Information does not omit anything which could make the Information incomplete, untrue, inaccurate or misleading in any material respect. (d) All opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and were believed to be reasonable by the person who provided that Information as at the date it was given or made. (e) For the purposes of this clause 18.8, Information means: any information provided by any Obligor or any other Group Member to any of the Finance Parties in connection with the Finance Documents and any Charter Document or the transactions referred to in them. 18.9 Original Financial Statements
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67 UK-#751511372-v3 (ii) having or being deemed to have a place of business in any Flag State or any Relevant Jurisdiction of any Obligor. 18.15 Centre of main interests and establishments For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) (the Regulations), the Borrower’s centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its Original Jurisdiction and does not have any “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction. 18.16 No Default (a) No Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document or any Charter Document. (b) No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any other Group Member or to which any Obligor's (or any other Group Member's) assets are subject which might have a Material Adverse Effect. 18.17 No proceedings (a) No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect has or have (to the best of any Obligor's knowledge and belief (having made due and careful enquiry)) been started or threatened against any Obligor or any other Group Member. (b) No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is reasonably likely to have a Material Adverse Effect has (to the best of any Obligor's knowledge and belief (having made due and careful enquiry)) been made against any Obligor or any other Group Member. 18.18 No breach of laws (a) No Obligor or other Group Member has breached any law or regulation which breach might have a Material Adverse Effect. (b) No labour dispute is current or, to the best of any Obligor's knowledge and belief (having made due and careful enquiry), threatened against any Obligor or other Group Member which may have a Material Adverse Effect. 18.19 Environmental matters (a) No Environmental Law applicable to any Fleet Vessel and/or any Obligor or other Group Member has been violated in a manner or circumstances which might have, a Material Adverse Effect. (b) All consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force.
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69 UK-#751511372-v3 (a) Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation of the Facility, it is not necessary under the laws of the Relevant Jurisdictions of any Obligor: (i) in order to enable any Finance Party to enforce its rights under any Finance Document to which it is, or is to be, a party; or (ii) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions. (b) Other than as specifically stated in any Legal Opinion delivered to the Agent in connection with the first Utilisation of the Facility, no Finance Party is or will be deemed to be resident, domiciled or carrying on business in any Relevant Jurisdiction by reason only of the execution, performance and/or enforcement of any Finance Document. 18.27 Copies of documents The copies of the Charter Documents and the Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of Utilisation) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to those documents which would materially affect the transactions or arrangements contemplated by them or modify or release the obligations of any party under them. 18.28 No breach of Initial Ship C Charter Neither the Owner of Ship C nor (so far as that Owner is aware) any other person is in breach of any material provisions of the Charter Documents relating to Initial Ship C Charter to which it is a party nor has anything occurred which entitles or may entitle any party to rescind or terminate it or decline to perform their obligations under it. 18.29 No immunity No Obligor or any of its assets is immune to any legal action or proceeding. 18.30 Ship status Each Ship will on the first day of the relevant Mortgage Period be: (a) registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State; (b) operationally seaworthy and in every way fit for service; (c) classed with the relevant Classification with the highest class free of all overdue requirements and recommendations or adverse notations of the relevant Classification Society; and (d) insured in the manner required by the Finance Documents. 18.31 Ships’ employment
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71 UK-#751511372-v3 relating to its functions and each Obligor has instituted and maintains policies and procedures designed to prevent violation of any laws, regulations and rules which prohibit any such Corrupt Practices, Fraudulent Practices, Collusive Practices or Coercive Practices; (ii) the Financing of Terrorism. (b) For the purposes of this clause 18.35, the following definitions shall apply: Collusive Practice means an arrangement between two or more parties without the knowledge, but designed to improperly influence the actions, of another party. Corrupt Practice means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to improperly influence the actions of another party or any other activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction. Coercive Practice means impairing or harming or threatening to impair or harm, directly or indirectly, any party or its property or to improperly influence the actions of that party. Financing of Terrorism means the act of providing or collecting funds with the intention that they be used, or in the knowledge that they are to be used, in order to carry out terrorist acts. Fraudulent Practice means any action, including misrepresentation, to obtain a financial or other benefit or avoid an obligation, by deception. 18.36 Financing of vessels owned by Group Members No Group Member has entered into any financing arrangement in relation to any vessel owned by any Group Member which contains dividend and distribution provisions which are more restrictive than the provisions contained in clause 27.13 (Distributions and other payments). 18.37 Times when representations are made (a) Subject to paragraph (e) below, all of the representations and warranties set out in this clause 18 (other than Ship Representations) are deemed to be made on the dates of: (i) this Agreement; (ii) the first Utilisation Request; and (iii) the first Utilisation. (b) The Repeating Representations are deemed to be made on the dates of each subsequent Utilisation Request and Utilisation Date, the date of issuance of each Compliance Certificate and the first day of each Interest Period. (c) All of the Ship Representations are deemed to be made on the first day of the Mortgage Period for the relevant Ship. (d) Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty is deemed to be made.
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75 UK-#751511372-v3 19.11 Direct electronic delivery by Company The Borrower may satisfy its obligation under this Agreement to deliver any information in relation to a Lender by delivering that information directly to that Lender in accordance with Clause 38.5 (Electronic communication) to the extent that Lender and the Agent agree to this method of delivery. 19.12 "Know your customer" checks (a) If: (i) any law or regulation; (ii) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; (iii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or (iv) a proposed assignment by a Lender or a Hedging Provider of any of its rights under this Agreement or any Hedging Contract to a party that is not already a Lender or a Hedging Provider prior to such assignment, obliges the Agent, the relevant Hedging Provider or any Lender (or, in the case of paragraph (c) above, any prospective new Lender or Hedging Provider) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender or any Hedging Provider supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or any Hedging Provider) or any Lender or any Hedging Provider (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender or Hedging Provider) in order for the Agent, such Lender or any Hedging Provider or, in the case of the event described in paragraph (c) above, any prospective new Lender or Hedging Provider to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. (b) Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (for itself) in order for it to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
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76 UK-#751511372-v3 20 Financial covenants The Borrower undertakes that this clause 20 will be complied with throughout the Facility Period, as tested on a quarterly basis in accordance with clause 20.3 (Financial testing). 20.1 Financial definitions In this clause 20, clause 7.8 (Early termination of Initial Ship C Charter), clause 27.13 (Distributions and other payments) and in clause 1.1 (Definitions): Cash means cash in hand. Cash Equivalents means: (a) deposits with first class international banks the maturity of which does not exceed 12 months; (b) bonds, certificates of deposit and other money market instruments or securities issued or guaranteed by the Norwegian or United States Governments; and (c) any other instrument approved by the Agent, with the authorisation of the Majority Lenders. Current Assets means, as at any date of determination, all of the short-term assets of the Group determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts but using the information current as at the relevant date of determination. Current Liabilities means, as at any date of determination, all of the short term liabilities of the Group (less the current portion of long-term debt, the current portion of long-term capital lease obligations and mark to market swap valuations (but only to the extent they relate to financial instruments associated with hedging of foreign currency, commodity prices and interest rates and for the avoidance of doubt, inclusive of non-cash valuations of any of the foregoing) and excluding in all respects the Leasing Loans, except for adding back the current portion of contractual sale and leaseback loans between the Group and lessors which is eliminated for Group consolidation purposes (but not including the final sale and leaseback loan repayment amounts due on maturity), determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts but using the information current as at the relevant date of determination. Free Liquid Assets means the aggregate value of Cash or Cash Equivalents freely available for use by the Group for any lawful purpose without restriction (other than any restriction arising exclusively from any covenant to maintain a minimum level of free Cash or Cash Equivalents similar to that in clause 20.2(a) and provided that (i) any undrawn amounts under the GLNG Shareholder Loan are excluded and (ii) amounts maintained in the Earnings Accounts of the Owners pursuant to clause 26.2(e) (Earnings Accounts) are included) notwithstanding any Security Interest, right of set-off or agreement with any other party, where: (a) the value of Cash Equivalents shall be deemed to be their quoted price, as at any date of determination, on any recognised exchange (being an exchange recognised and approved by the Agent) on which the same are listed or any dealing facility through which the same are generally traded; and
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77 UK-#751511372-v3 (b) any Cash or Cash Equivalents denominated in a currency other than dollars shall be deemed to have a value in dollars equal to the dollar equivalent thereof at the rate of exchange published daily by the Agent as at any date of determination. Leasing Loans means, in relation to any sale and leaseback transaction from time to time entered into by any Group Member, any short term funding or loans incurred by the special purpose entity acting as lessor (wholly owned by the relevant leasing group) in such sale and leaseback transaction which that Group Member is required to include in its balance sheet pursuant to the “Variable Interest Entity” account convention in GAAP. Latest Accounts means the most recent consolidated financial statements of the Borrower. Total Indebtedness means the aggregate debt and lease obligations (as such terms are defined in GAAP and presented in the consolidated balance sheet for the Group from time to time) as demonstrated by the then most recent financial statements of the Group delivered pursuant to clause 19 (Information undertakings) including negative mark-to-market valuations of any Treasury Transactions (after reducing those negative mark-to-market valuations by netting them with any positive mark-to-market valuations of any Treasury Transactions entered into with the same derivative counterparty) and any transactions which might have the effect of commercial borrowing under GAAP. Total Liabilities means, as at any date of determination, all of the liabilities of the Group determined in accordance with GAAP on a consolidated basis as shown in the balance sheet for the Group and calculated on the same basis as was applied in the Latest Accounts but using the information current as at the relevant date of determination. Value Adjusted Assets means the total market value of the Group’s total assets, which shall be the aggregate of: (a) the fair market value of all vessels owned, leased or otherwise controlled by means of equity (on a consolidated basis) by the Group, determined based on the average of the latest valuations (i) in respect of the Ships, carried out under clause 25 (Minimum security value) and (ii) in respect of any other vessels, provided by the Borrower upon the same conditions and requirements of clause 25 (Minimum security value); and (b) the book value or fair market value of all other tangible and intangible assets, determined in accordance with GAAP, consistently applied. Value Adjusted Equity means the aggregate amount of the Group’s Value Adjusted Assets less Total Liabilities. Value Adjusted Equity Ratio means the ratio of the Group's Value Adjusted Equity to its Value Adjusted Assets, in each case on a consolidated basis. Working Capital Ratio means the ratio between Current Assets, as numerator, and Current Liabilities as denominator. 20.2 Financial condition The Borrower shall ensure that: (a) Free Liquid Assets: the aggregate value of the Free Liquid Assets of the Group (excluding any undrawn amounts under the GLNG Shareholder Loan) shall be:
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80 UK-#751511372-v3 (iii) without limiting clause 21.4(b) above, not employ a Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions Laws. 21.5 Sanctions (a) Each Relevant Party shall, and shall procure that each of their respective officers, directors, employees and each other member of the Group will, comply with Sanctions Laws. (b) The Borrower and, if applicable, each of its Subsidiaries shall maintain in effect policies and procedures designed to ensure compliance by it, and shall procure that each Relevant Party maintains in effect policies and procedures designed to ensure compliance by such Relevant Party and the directors, officers and employees of it and of each Relevant Party, with all Sanctions Laws which are applicable to it and each Relevant Party and the requirements of clause 21.2 (Use of Proceeds) and this clause 21.5 and to ensure that each Relevant Party and the directors, officers and employees of each Relevant Party do not engage in any activity that could reasonably be expected to result in any such person being designated as a Restricted Party. Upon request, the Borrower shall provide the Agent with full details of such policies and procedures. (c) No Relevant Party shall use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties if this shall lead to a breach of Sanctions Laws. 21.6 Anti-corruption law (a) No Obligor or other Group Member will directly or indirectly use the proceeds of the Facility for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions. (b) Each Obligor shall (and the Borrower shall ensure that each other Group Member will): (i) conduct its businesses in compliance with applicable anti-corruption laws; and (ii) maintain policies and procedures designed to promote and achieve compliance with such laws. 21.7 Tax compliance (a) Each Obligor and each other Group Member shall pay and discharge all Taxes imposed upon it or its assets within the time allowed by law without incurring penalties unless and only to the extent that: (i) such payment is being contested in good faith; (ii) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its most recent financial statements delivered to the Agent under clause 19.2 (Financial statements); and (iii) such payment can be lawfully withheld.
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82 UK-#751511372-v3 (b) Each Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Agent by or pursuant to the Finance Documents. 21.12 Negative pledge in respect of Charged Property Except for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest over any Charged Property. 21.13 Environmental matters (a) The Agent will be notified as soon as reasonably practicable of any Environmental Claim being made against any Group Member or any Fleet Vessel which, if successful to any extent, might have a Material Adverse Effect and of any Environmental Incident which may give rise to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim. (b) Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated in a way which might have a Material Adverse Effect. 22 Dealings with the Ships 22.1 The Borrower and each Owner undertakes that this clause 22 will be complied with in relation to each Ship throughout the relevant Ship's Mortgage Period. 22.2 Ship's name and registration (a) A Ship's name shall only be changed after prior notice to the Agent and, the Borrower shall promptly take all necessary steps to update all applicable insurance, class and registration documents with such change of name. (b) Each Ship shall be permanently registered in the name of the relevant Owner with the relevant Registry under the laws of its Flag State. Except with approval of the Lenders, a Ship shall not be registered under any other flag or at any other port or fly any other flag (other than that of its Flag State), provided that no such approval shall be required for the registration of a Ship under the flag of another Approved Flag State as long as replacement Security Interests are granted in respect of that Ship (which are, in the opinion of the Lenders, equivalent to those in place prior to such registration) in favour of the Security Agent immediately following the registration of such ship under the flag of that Approved Flag State. If a registration is for a limited period, it shall be renewed at least 45 days before the date it is due to expire and the Agent shall be notified of that renewal at least 30 days before that date. (d) Nothing will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or a Ship being required to be registered under the laws of another state of registry. 22.3 Sale or other disposal of a Ship, other vessels or entities
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85 UK-#751511372-v3 applicable code means any code or prescribed procedures required to be observed by a Ship or the persons responsible for its operation under any applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code). applicable law means all laws and regulations applicable to vessels registered in a Ship's Flag State or which for any other reason apply to a Ship or to its condition or operation at any relevant time. applicable operating certificate means any certificates or other document relating to a Ship or its condition or operation required to be in force under any applicable law or any applicable code. 23.3 Repair Each Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship and materials used to repair a Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that that Ship's value is not reduced. 23.4 Modification Except with approval (which shall not be unreasonably withheld or delayed) the structure, type or performance characteristics of a Ship shall not be modified in a way which could or might materially alter that Ship or materially reduce its value. 23.5 Removal of parts Except with approval (which shall not be unreasonably withheld or delayed), no material part of a Ship or any equipment shall be removed from that Ship if to do so would materially reduce its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security Interest except under the Security Documents). 23.6 Third party owned equipment Except with approval (which shall not be unreasonably withheld or delayed), equipment owned by a third party shall not be installed on a Ship if it cannot be removed without causing damage to the structure or fabric of that Ship or incurring significant expense. 23.7 Maintenance of class; compliance with laws and codes Each Ship's class shall be the relevant Classification. Each Ship and every person who owns, operates or manages each Ship shall comply with all applicable laws and the requirements of all applicable codes and regulations (including, but not limited to, all Environmental Laws and all Sanctions Laws). There shall be kept in force and on board each Ship or in such person's custody any applicable operating certificates which are required by applicable laws or applicable codes to be carried on board that Ship or to be in such person's custody. 23.8 Surveys Each Ship shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests. 23.9 Inspection and notice of dry-dockings
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89 UK-#751511372-v3 Each Ship shall at all times be insured: (a) against fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks and terrorism risks, piracy and confiscation risks) on an agreed value basis (which shall include the total insured value of that Ship, including any sum insured under freight interest insurance), for at least its minimum hull cover, provided that, in the event that part of the agreed insurable value of that Ship is insured by way of an increased value policy (or, in the case of cover under the Nordic Marine Insurance Plan, a hull interest policy), the hull and machinery marine risks policy shall be for an amount of not less than 80 per cent of the agreed insurable value, unless the relevant approved brokers or approved insurers have confirmed in writing to the Agent that such hull and machinery marine risks policy provides that the conditions for condemnation will be met when any casualty damage to that Ship is sufficiently extensive that the cost of removing and repairing that Ship exceeds the amount insured under the hull and machinery marine risks policy, in which case the hull and machinery marine risks policy shall be for an amount of not less than 66 2/3 per cent of the agreed insurable value; (b) against P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as that Ship (which, in relation to liability for oil pollution, is currently $1,000,000,000); (c) against such other risks and matters which the Agent notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice; and (d) on terms which comply with the other provisions of this clause 24. 24.4 Placing of cover The insurance coverage required by clause 24.3 (Coverage required) shall be: (a) in the name of a Ship's Owner and (in the case of a Ship's hull cover) no other person (other than the Security Agent if required by it) (unless such other person is approved and, if so required by the Agent, has duly executed and delivered a first priority assignment of its interest in that Ship's Insurances to the Security Agent in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires); (b) if the Agent so requests, in the joint names of a Ship's Owner and the Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent for premiums or calls); (c) in dollars or another approved currency; (d) arranged through approved brokers or direct with approved insurers or protection and indemnity or war risks associations; and (e) on approved terms and with approved insurers or associations. 24.5 Deductibles The aggregate amount of any excess or deductible under a Ship's hull cover shall not exceed an approved amount.
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90 UK-#751511372-v3 24.6 Mortgagee's insurance The Borrower shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent) of taking out and keeping in force in respect of a Ship and the other Ships on approved terms, or in considering or making claims under: (a) a mortgagee's interest insurance cover for the benefit of the Finance Parties for an aggregate amount up to 120 per cent of the Available Facility and a mortgagee's additional perils (pollution risks) cover for the benefit of the Finance Parties if a Ship enters US Waters for at least that Ship's minimum hull cover; and (b) any other insurance cover which the Agent reasonably requires in respect of any Finance Party's interests and potential liabilities (whether as mortgagee of that Ship or beneficiary of the Security Documents), provided that the taking out of such cover is in accordance with the then current market practice within the shipping finance industry for ships of the type of the Ships. 24.7 Fleet liens, set off and cancellations If a Ship's hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not: (a) set off against any claims in respect of that Ship any premiums due in respect of any of such other vessels insured (other than other Ships); or (b) cancel that cover because of non-payment of premiums in respect of such other vessels, or the Borrower shall ensure that hull cover for that Ship and any other Ships is provided under a separate policy from any other vessels. 24.8 Payment of premiums All premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually and the Agent shall be provided with all relevant receipts or other evidence of payment upon request. 24.9 Details of proposed renewal of Insurances At least seven days before any of a Ship's Insurances are due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed. 24.10 Instructions for renewal At least seven days before any of a Ship's Insurances are due to expire, instructions shall be given to brokers, insurers and associations for them to be renewed or replaced on or before their expiry. 24.11 Confirmation of renewal
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95 UK-#751511372-v3 If valuations provided by individual valuers differ, the value of the relevant Ship for the purposes of the Finance Documents will be the mean average of those valuations. If the higher of the two valuations obtained pursuant to clause 25.11 is more than 110 per cent of the lower of the two valuations then a third valuation shall be obtained by the Agent (acting on the instructions of the Majority Lenders) from a third approved valuer and the value of the relevant ship for the purposes of the Finance Documents will be the mean average of those three valuations. 25.13 Security shortfall If at any time the Security Value is less than the Minimum Value, the Borrower shall promptly notify the Agent of such deficiency and its intended proposal to remedy such deficiency. The Borrower shall then within 30 days of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrower may: (i) provide additional security over other assets approved by the Lenders in accordance with this clause 25; and/or (ii) cancel part of the Available Facility under clause 7.4 (Voluntary cancellation) and prepay the required amount on five Business Days' notice such prepayment to be applied against the Loan on a pro rata basis. 25.14 Creation of additional security The value of any additional security which the Borrower offers to provide to remedy all or part of a shortfall in the amount of the Security Value will only be taken into account for the purposes of determining the Security Value if and when: (a) that additional security, its value and the method of its valuation have been approved by the Lenders; (b) a Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties in an approved form and manner; (c) this Agreement has been unconditionally amended in such manner as the Agent requires in consequence of that additional security being provided; and (d) the Agent, or its duly authorised representative, has received such documents and evidence it may reasonably require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3 in relation to that amendment and additional security and its execution and (if applicable) registration. 25.15 Release of additional security If at any time the Security Agent holds additional security provided under this clause 25 and the Security Value, disregarding the value of that additional security, is equal to or greater than the Minimum Value and the Security Value has been determined by reference to valuations provided no more than 90 days previously, the Borrower may, by notice to the Agent, require the release and discharge of that additional security. The Agent shall then promptly direct the Security Agent to release and discharge that additional security if no Default is then continuing or will result from such release and discharge and, upon such release and discharge and, if so required by the Agent, the Borrower shall reimburse to the Agent any costs and expenses payable under clause 16.1 (Transaction expenses) in relation to that release and discharge.
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101 UK-#751511372-v3 (c) Subject to clause 28.2(e), any such Treasury Transaction shall be concluded with a Hedging Provider on the terms of the Hedging Master Agreement with that Hedging Provider but (except with the approval of the Majority Lenders) no such Treasury Transaction shall be concluded unless: (i) its purpose is to hedge the Borrower’s interest rate risk in relation to borrowings under this Agreement for a period exceeding 12 months expiring no later than the Final Repayment Date; (ii) interest under such Treasury Transaction is payable at intervals of one Month; and (iii) its notional principal amount, when aggregated with the notional principal amount of any other continuing Hedging Contracts, does not and will not exceed the Loan as then scheduled to be repaid pursuant to clause 6.2 (Scheduled repayment of Facility); and (d) If and when any such Treasury Transaction has been concluded with a Hedging Provider, it shall constitute a Hedging Contract for the purposes of the Finance Documents. (e) If, after receiving the proposed terms of any such Treasury Transaction from a Hedging Provider, another reputable bank or financial institution (which is not a Hedging Provider) agrees to enter into a Treasury Transaction to hedge all or any part of the Borrower’s exposure under this Agreement to interest rate fluctuations on terms which are better than those offered by a Hedging Provider and each Hedging Provider (having been provided with full details of the terms on which such reputable bank or financial institution has agreed to enter into such a Treasury Transaction) has confirmed that it is not willing to match such terms, the Borrower shall be entitled to enter into the Treasury Transaction on an unsecured basis (other than the provision of cash collateral) with that reputable bank or financial institution on those terms. (f) The Borrower shall notify the Agent of any Treasury Transaction entered into pursuant to clause 28.2(e) and clauses 28.3 to 28.9 shall apply to any such Treasury Transaction as if all references to a "Hedging Master Agreement", "Hedging Contracts" and "Hedging Transactions" were references to the equivalent documents or transactions in respect of such Treasury Transaction. (g) The Borrower shall, if requested to do so: (i) enter into such deeds or other instruments as may be required to confer a Security Interest over the Borrower’s rights under any Treasury Transaction entered into pursuant to clause 28.2(e) in favour of the Security Agent equivalent to the Security Interest conferred by the Hedging Contract Security; (ii) enter into (and procure the registration of) any amendment to each Mortgage deemed necessary or desirable by the Agent for the purposes of ensuring that any Hedging Contract is fully and properly secured by each Mortgage in an amount acceptable to the Agent; and (iii) on or before (aa) the date of any Hedging Master Agreement and (bb) the documents described in paragraphs (i) to (ii) above are entered into, provide to the Agent any documents of the nature described in Schedule 3 (Conditions precedent) which the Agent may require in connection with the entry into any such Hedging Master Agreement, Hedging Contract Security and/or any amendment to each Mortgage.
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103 UK-#751511372-v3 An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable provided however that no Event of Default shall occur if its failure to pay is caused by an administrative or technical error which is outside its control and, in each case, such payment is made within three Business Days of the due date. 29.3 Hedging Contracts (a) An Event of Default (as defined in any Hedging Master Agreement) has occurred and is continuing under any Hedging Contract. (b) An Early Termination Date (as defined in any Hedging Master Agreement) has occurred or been or become capable of being effectively designated under any Hedging Contract. (c) A person entitled to do so gives notice of such an Early Termination Date under any Hedging Contract except with approval or as may be required by clause 28.3 (Unwinding of Hedging Contracts). (d) Any Hedging Contract is terminated, cancelled, suspended, rescinded or revoked or otherwise ceases to remain in full force and effect for any reason except with approval or as may be required by clause 28.3 (Unwinding of Hedging Contracts). (e) No Event of Default under this clause 29.3 will occur if the failure to comply is waived by the relevant Hedging Provider under the relevant Hedging Contract or is remedied, (i) in the case of a failure to comply which relates to a non-payment, within three Business Days of the due date or (ii) in the case of any other failure to comply, within seven days of the earlier of (A) the relevant Hedging Provider giving notice to the Borrower and (B) the Borrower or any Finance Party becoming aware of the failure to comply. 29.4 Financial covenants The Borrower does not comply with clause 20 (Financial covenants) or clause 19.2 (Financial statements). 29.5 Value of security The Borrower does not comply with clause 25.13 (Security shortfall). 29.6 Insurance (a) The Insurances of a Ship are not placed and kept in force in the manner required by clause 24 (Insurance). (b) Any insurer either: (i) cancels any such Insurances; or (ii) disclaims liability under them by reason of any mis-statement or failure or default by any person. 29.7 Other obligations (a) An Obligor or any other person does not comply with any provision of the Finance Documents (other than those referred to in clauses 29.2 (Non-payment), 29.3 (Hedging
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104 UK-#751511372-v3 Contracts), 29.4 (Financial covenants), 29.5 (Value of security), 29.6 (Insurance), and 29.22 (Sanctions)). (b) No Event of Default under clause 29.7(a) above will occur if the Agent (acting on the instructions of the Majority Lenders) considers that the failure to comply is capable of remedy and the failure is remedied within ten Business Days of the earlier of (A) the Agent giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply. 29.8 Misrepresentation Any representation or statement made or deemed to be made by an Obligor or any other person in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading to a material extent when made or deemed to be made. 29.9 Cross default (a) Any Financial Indebtedness of any Group Member is not paid when due nor within any originally applicable grace period. (b) Any Financial Indebtedness of any Group Member is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described). (c) Any commitment for any Financial Indebtedness of any Group Member is cancelled or suspended by a creditor of that Group Member as a result of an event of default (however described). (d) The counterparty to a Treasury Transaction entered into by any Group Member becomes entitled to terminate that Treasury Transaction early by reason of an event of default (however described). (e) Any creditor of any Group Member becomes entitled to declare any Financial Indebtedness of that Group Member due and payable prior to its specified maturity as a result of an event of default (however described). (f) No Event of Default will occur under this clause 29.9 if the aggregate amount of Financial Indebtedness of the Group or commitment for Financial Indebtedness falling within clauses 29.9(a) to 29.9(e) above is less than $10,000,000 (or its equivalent in any other currency or currencies). 29.10 Insolvency (a) A Group Member is unable or admits inability to pay its debts as they fall due, is deemed to, or is declared to, be unable to pay its debts under applicable law, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness. (b) The value of the assets of any Group Member is less than its liabilities (taking into account contingent and prospective liabilities).
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109 UK-#751511372-v3 out, the Borrower shall forthwith pay that net amount (together with interest earned on such amount) to the Agent for application in accordance with clause 36.5 (Partial payments). (d) No Hedging Provider (in any capacity) shall set-off any such net amount against or exercise any right of combination in respect of any other claim it has against the Borrower. Section 9 - Changes to Parties 31 Changes to the Lenders 31.1 Assignments by the Lenders Subject to this clause 31, a Lender (the Existing Lender) may assign any of its rights under this Agreement to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender). 31.2 Conditions of assignment (a) An Existing Lender must consult with the Borrower for no more than five Business Days before it may make an assignment in accordance with clause 31.1 (Assignments by the Lenders) unless the assignment is: (i) to another Lender, an Affiliate of a Lender or a fund which is a Related Fund of that Existing Lender; or (ii) made at a time when an Event of Default is continuing. (b) The Agent will promptly advise the Borrower of the assignment in writing. (c) No assignment may be made to a New Lender if an Insolvency Event has occurred and is, at the time of the proposed transfer, continuing in relation to that New Lender. (d) An assignment will only be effective: (i) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Borrower and the other Finance Parties as it would have been under if it was an Original Lender; (ii) on the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Original Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements; (iii) on the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender; and
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111 UK-#751511372-v3 (iii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. (c) Nothing in any Finance Document obliges an Existing Lender to: (i) accept a re-assignment from a New Lender of any of the rights assigned under this clause 31 (Changes to the Lenders); or (ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor or any other person of its obligations under the Finance Documents or by reason of the application of any Basel II Regulation to the transactions contemplated by the Finance Documents or otherwise. 31.5 Procedure for assignment (a) Subject to the conditions set out in clause 31.2 (Conditions of assignment) an assignment may be effected in accordance with clause 31.5(d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under clause 31.5(d) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to clause 31.5(b), as soon as reasonably practicable after receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document. (b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. (c) The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them. (d) On the Transfer Date: (i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Transfer Certificate; (ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Transfer Certificate (but the obligations owed by the Obligors or any other person under the Finance Documents shall not be released); and (iii) the New Lender shall become a Party to the Finance Documents as a "Lender" for the purposes of all the Finance Documents and will be bound by obligations equivalent to the Relevant Obligations. (e) Lenders may utilise procedures other than those set out in this clause 31.5 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the
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115 UK-#751511372-v3 (a) Nothing in this Agreement constitutes the Agent, the Mandated Lead Arrangers, the Bookrunners, the Co-ordinators and the Sustainability Co-ordinators as a trustee or fiduciary of any other person. (b) None of the Agent, the Security Agent, the Mandated Lead Arrangers, the Bookrunners, the Co-ordinators and the Sustainability Co-ordinators shall be bound to account to any Lender or any Hedging Provider for any sum or the profit element of any sum received by it for its own account or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents. 33.6 Business with the Group The Agent, the Security Agent, the Mandated Lead Arrangers, the Bookrunners, the Co- ordinators and the Sustainability Co-ordinators may accept deposits from, lend money to and generally engage in any kind of banking or other business with any Obligor or other Group Member or their Affiliates. 33.7 Rights and discretions of the Agent (a) The Agent may: (i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; (ii) assume that: (A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and (B) unless it has received notice of revocation, that those instructions have not been revoked; and (iii) rely on a certificate from any person: (A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or (B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate. (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the other Finance Parties) that: (i) no Default has occurred (unless it has actual knowledge of a Default arising under clause 29.2 (Non-payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and
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116 UK-#751511372-v3 (iii) any notice or request made by the Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors. (c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents. (d) Without prejudice to the generality of clause 33.7(c) or clause 33.7(e), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable. (e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying. (f) The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not: (i) be liable for any error of judgment made by any such person; or (ii) be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person, unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct. (g) Unless a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement. (h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, nor any Mandated Lead Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and any Mandated Lead Arranger may do anything which in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction. (i) Without prejudice to the generality of clause 33.7(h), the Agent may (but is not obliged) disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrower and the Agent shall disclose the same upon the written request of the Majority Xxxxxxx. (j) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it. (k) Neither the Agent nor any Mandated Lead Arranger shall be obliged to request any certificate, opinion or other information under clause 19 (Information undertakings) unless so required in writing by a Lender or any Hedging Provider, in which case the Agent shall
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117 UK-#751511372-v3 promptly make the appropriate request of the Borrower if such request would be in accordance with the terms of this Agreement. 33.8 Responsibility for documentation and other matters Neither the Agent nor any Mandated Lead Arranger is responsible or liable for: (a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, any Mandated Lead Arranger, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or of any representations in any Finance Document or of any copy of any document delivered under any Finance Document; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any Charter Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or any Charter Document; (c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents; (d) any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any Charged Property or any investments made or retained in good faith or by reason of any other matter or thing; (e) accounting to any person for any sum or the profit element of any sum received by it for its own account; (f) the failure of any Obligor or any other party to perform its obligations under any Finance Document or any Charter Document or the financial condition of any such person; (g) ascertaining whether all deeds and documents which should have been deposited with it (or the Security Agent) under or pursuant to any of the Security Documents have been so deposited; (h) investigating or making any enquiry into the title of any Obligor to any of the Charged Property or any of its other property or assets; (i) failing to register any of the Security Documents with the Registrar of Companies or any other public office; (j) failing to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor to any of the Charged Property; (k) failing to take or require any Obligor or any other person to take any steps to render any of the Security Documents effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws of the jurisdiction concerned;
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118 UK-#751511372-v3 (l) (unless it is the same entity as the Security Agent) the Security Agent and/or any other beneficiary of a Security Document failing to perform or discharge any of its duties or obligations under the Security Documents; or (m) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by any applicable law or regulation relating to insider dealing or otherwise. 33.9 No duty to monitor The Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or (c) whether any other event specified in any Finance Document has occurred. 33.10 Exclusion of liability (a) Without limiting clause 33.10(b) (and without prejudice to any other provision of the Finance Documents excluding or limiting the liability of the Agent) the Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for: (i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or the Charged Property, unless directly caused by its gross negligence or wilful misconduct; (ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Charged Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Charged Property unless directly caused by its gross negligence, wilful misconduct or fraudulent behaviour; or (iii) without prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of: (A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Payment Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or
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119 UK-#751511372-v3 systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action. (b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this clause subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act. (c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose. (d) Nothing in this Agreement shall oblige the Agent or any Mandated Lead Arrangers to carry out (i) any "know your customer" or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, on behalf of any Lender or any Hedging Provider and each Lender and any Hedging Provider confirms to the Agent and the Mandated Lead Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or any Mandated Lead Arranger. (e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or the Charged Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages. 33.11 Xxxxxxx' indemnity to the Agent (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against: (i) any Losses for negligence or any other category of liability whatsoever incurred by such Xxxxxxx' Representative in the circumstances contemplated pursuant to clause 36.10 (Disruption to payment systems etc) notwithstanding the Agent's negligence, gross negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Agent); and
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122 UK-#751511372-v3 (b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it. (c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any Mandated Lead Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty. 33.16 Relationship with the Lenders and Hedging Providers (a) The Agent may treat the person shown in its records as each Lender or as each Hedging Provider at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as a Lender or (as the case may be) as a Hedging Provider acting through its Facility Office: (i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day, unless it has received not less than five Business Days prior notice from that Lender or (as the case may be) a Hedging Provider to the contrary in accordance with the terms of this Agreement. (b) Each Lender and each Hedging Provider shall supply the Agent with any information that the Agent may reasonably specify as being necessary or desirable to enable the Agent or the Security Agent to perform its functions as Agent or Security Agent. (c) Each Lender and each Hedging Provider shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent. 33.17 Credit appraisal by the Lenders and Hedging Providers Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document or any Charter Document, each Lender and each Hedging Provider confirms to each other Finance Party that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document or any Charter Document including but not limited to: (a) the financial condition, status and nature of each Obligor and other Group Member; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any Charter Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or any Charter Document; (c) the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents;
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127 UK-#751511372-v3 responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Security Agent's gross negligence or wilful misconduct; (c) may, in the conduct of its obligations under and in respect of the Security Documents (otherwise than in relation to its right to make any declaration, determination or decision), instead of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and payment of money) and on the basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent if the Security Agent shall have exercised reasonable care in the selection of such agent; and (d) may place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Security Agent exercising reasonable care or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent exercising reasonable care and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company (save that it shall take reasonable steps to pursue any person who may be liable to it in connection with such loss). 33.26 All enforcement action through the Security Agent (a) None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in favour of the Security Agent only or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent. (b) None of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in their favour or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such Security Documents except through the Security Agent. If any Finance Party (other than the Security Agent) is a party to any Security Document it shall promptly upon being requested by the Agent to do so grant a power of attorney or other sufficient authority to the Security Agent to enable the Security Agent to exercise any rights, discretions or powers or to grant any consents or releases under such Security Document. 33.27 Co-operation to achieve agreed priorities of application The other Finance Parties shall co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents after deduction of the expenses of realisation are applied in accordance with clause 33.24(a) (Order of application).
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128 UK-#751511372-v3 33.28 Indemnity from Trust Property (a) In respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement, the Security Agent and each Affiliate of the Security Agent and each officer or employee of the Security Agent or its Affiliate (each a Relevant Person) shall be entitled to be indemnified out of the Trust Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by such Relevant Person: (i) in the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by or pursuant to the Finance Documents; (ii) as a result of any breach by an Obligor or any other person of any of its obligations under any Finance Document; (iii) in respect of any Environmental Claim made or asserted against a Relevant Person which would not have arisen if the Finance Documents had not been executed; and (iv) in respect of any matter or thing done or omitted in any way in accordance with the terms of the Finance Documents relating to the Trust Property or the provisions of any of the Finance Documents. (b) The rights conferred by this clause 33.28 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents. Nothing contained in this clause 33.28 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person's own gross negligence or wilful misconduct. 33.29 Finance Parties to provide information The other Finance Parties shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the Security Documents and, in particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by clause 33.24(a) (Order of application) above and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the Security Documents, clause 36.5 (Partial payments) and clause 33.24(a) (Order of application). 33.30 Release to facilitate enforcement and realisation Each Finance Party acknowledges that pursuant to any enforcement action by the Security Agent (or a Receiver) carried out on the instructions of the Agent it may be desirable for the purpose of such enforcement and/or maximising the realisation of the Charged Property being enforced against, that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance Document, other than such rights or claims or security being enforced, be released in order to facilitate such enforcement action and/or realisation and, notwithstanding any other provision of the Finance Documents,
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135 UK-#751511372-v3 applicable Agent Entity shall hold such amount on trust or, to the extent not possible as a matter of law, for the account (or will procure that its applicable Other Party Entity holds on trust or for the account) of the Agent Entity and on demand (or will procure that its applicable Other Party Entity shall) refund the same to the Agent Entity together with interest on that amount from the date of payment to the date of receipt by the Agent Entity, calculated by the Agent to reflect its cost of funds. (c) If the Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower: (i) the Borrower shall on demand refund it to the Agent; and (ii) the Lender by whom those funds should have been made available or, if that Xxxxxx fails to do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Xxxxxx. 36.5 Partial payments (a) If the Agent receives a payment for application against amounts in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid amount owing to the Agent, the Security Agent or the Mandated Lead Arrangers under those Finance Documents; (ii) secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 33.11 (Lenders' indemnity to the Agent) including any amount resulting from the indemnity to the Security Agent under clause 33.22 (Application of certain clauses to Security Agent); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee, commission or any principal or any other sum due but unpaid under those Finance Documents; (iv) fourthly, in or towards payment to the Hedging Providers pro rata of any net accrued interest, fees, commission or any other net amounts due to them but unpaid under the Hedging Contracts which is due but unpaid under those Finance Documents; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Lenders and each Hedging Provider, vary the order set out in paragraphs (ii) to (v) of clause 36.5(a). (c) Clauses 36.5(a) and 36.5(b) above will override any appropriation made by an Obligor. 36.6 No set-off by Obligors
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136 UK-#751511372-v3 All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 36.7 Business Days (a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). (b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date. 36.8 Currency of account (a) Subject to clauses 36.8(b) to 36.8(c), dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document. (b) A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made in dollars on its due date. (c) Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred. (d) All moneys received or held by the Security Agent or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale. 36.9 Change of currency (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then: (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably). (b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.
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139 UK-#751511372-v3 (a) Any communication or document to be made or delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties: (i) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and (ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice. (b) Any electronic communication or document made or delivered by one Party to another will be effective only when actually received in readable form and in the case of any electronic communication or document made or delivered by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose. (c) Any electronic communication or document which becomes effective, in accordance with clause 38.5(b) above, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day. (d) Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this clause 38.5. 38.6 English language (a) Any notice given under or in connection with any Finance Document shall be in English. (b) All other documents provided under or in connection with any Finance Document shall be: (i) in English; or (ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document. 39 Calculations and certificates 39.1 Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate. 39.2 Certificates and determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
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140 UK-#751511372-v3 39.3 Day count convention (a) Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated: (i) on the basis of the actual number of days elapsed and a year of 360 days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and (ii) subject to paragraph (b) below, without rounding. (b) The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to two decimal places. 40 Partial invalidity If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 41 Remedies and waivers No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law. 42 Amendments and waivers 42.1 Required consents (a) Subject to clauses 42.2 (All Lender matters) and 42.3 (Other exceptions), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent and, if it affects the rights and obligations of the Hedging Providers, the consent of the Hedging Providers and any such amendment or waiver agreed or given by the Agent will be binding on all the Finance Parties. (b) The Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted by this clause 42. (c) Without prejudice to the generality of sub-clauses (c), (d) and (e) of clause 33.7 (Rights and discretions of the Agent), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.
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141 UK-#751511372-v3 (d) Each Obligor agrees to any such amendment or waiver permitted by this clause 42 which is agreed to by the Borrower. This includes any amendment or waiver which would, but for this clause 42.1(d), require the consent of the Owners. 42.2 All Lender matters An amendment, waiver or discharge or release or a consent of, or in relation to, the terms of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Change of Control” in clause 1.1 (Definitions); (b) the definition of "Last Availability Date" in clause 1.1 (Definitions); (c) the definition of "Majority Lenders" in clause 1.1 (Definitions); (d) an extension to the date of payment of any amount under the Finance Documents; (e) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable or the rate at which they are calculated; (f) an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders pro rata under the Facility; (g) a change to the Borrower or any other Obligor; (h) any provision which expressly requires the consent or approval of all the Lenders; (i) the definitions of "Restricted Party", "Sanctions Authority", "Sanctions Laws" or "Sanctions List" in clause 1.1 (Definitions) or any provision which relates to Sanctions, a Restricted Party (including, without limitation, clause 7.2 (Sanctions activity), clause 18.33 (Sanctions), clause 19.7 (Information: Sanctions), clause 21.2 (Use of proceeds), clause 21.5 (Sanctions) and clause 29.22 (Sanctions)); (j) clause 2.2 (Finance Parties' rights and obligations), clause 7.3 (Change of Control and delisting), clause 31 (Changes to the Lenders), clause 35.1 (Payments to Finance Parties), this clause 42, clause 48 (Governing law) or clause 49.1 (Jurisdiction of English courts); (k) a change to clause 8.5 (Sustainability margin adjustment) or Schedule 11 (Sustainability targets); (l) the order of distribution under 33.24(a) (Order of application); (m) the order of distribution under clause 36.5 (Partial payments); (n) the currency in which any amount is payable under any Finance Document; (o) an increase in any Commitment or the Total Commitments, an extension of any period within which the Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments pro rata; (p) the nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Security Documents are distributed;
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142 UK-#751511372-v3 (q) the nature or scope of the guarantee and indemnity granted under clause 17 (Guarantee and indemnity); or (r) the circumstances in which the security constituted by the Security Documents are permitted or required to be released under any of the Finance Documents, shall not be made, or given, without the prior consent of all the Lenders. 42.3 Other exceptions (a) Amendments to or waivers in respect of the Hedging Contracts may only be agreed by the relevant Hedging Provider. (b) An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent, any Hedging Provider, the Mandated Lead Arrangers, the Bookrunners, the Co- ordinators and the Sustainability Co-ordinators in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the Agent, the Security Agent, any Hedging Provider, the Mandated Lead Arrangers, the Bookrunners, the Co- ordinators and the Sustainability Co-ordinators (as the case may be). (c) Notwithstanding clauses 42.1 (Required consents) and 42.2 (All Lender matters), the Agent may make technical amendments to the Finance Documents arising out of manifest errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests of any Finance Party without any reference or consent of the Finance Parties. 42.4 Releases Except with the approval of the Lenders or for a release which is expressly permitted or required by the Finance Documents, the Agent shall not have authority to authorise the Security Agent to release: (a) any Charged Property from the security constituted by any Security Document; or (b) any Obligor or any other person from any of its guarantee or other obligations under any Finance Document. 42.5 Changes to reference rates (a) Each Obligor agrees and acknowledges that it shall co-operate with the Finance Parties in good faith to agree and implement any amendment or waiver as contemplated pursuant to this clause 42.5 as a result of an RFR Replacement Event. (b) Subject to clause 42.3 (Other exceptions), if a RFR Replacement Event has occurred, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of (or in addition to) the RFR; and (ii) (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
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143 UK-#751511372-v3 (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); (C) implementing market conventions applicable to that Replacement Reference Rate; (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Obligors. (c) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on the Loan under this Agreement to any recommendation of a Relevant Nominating Body which: (i) relates to the use of a risk-free reference rate on a compounded basis in the international or any relevant domestic syndicated loan markets; and (ii) is issued on or after the date of this Agreement, may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Obligors. (d) In this clause 42.5: Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. Replacement Reference Rate means a reference rate which is: (a) formally designated, nominated or recommended as the replacement for the RFR by: (i) the administrator of the RFR (provided that the market or economic reality that such reference rate measures is the same as that measured by the RFR); or (ii) any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the Replacement Reference Rate will be the replacement under paragraph (ii) above;
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144 UK-#751511372-v3 (b) in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to the RFR; or (c) in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to the RFR. RFR Replacement Event means: (i) the methodology, formula or other means of determining the RFR has, in the opinion of the Majority Lenders materially changed; (ii) (A) (1) the administrator of the RFR or its supervisor publicly announces that such administrator is insolvent; or (2) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the RFR is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide the RFR; (B) the administrator of the RFR publicly announces that it has ceased or will cease, to provide the RFR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the RFR; (C) the supervisor of the administrator of the RFR publicly announces that the RFR has been or will be permanently or indefinitely discontinued; or (D) the administrator of the RFR or its supervisor announces that the RFR may no longer be used; or (iii) the administrator of the RFR determines that the RFR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either: (A) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders) temporary; or (B) the RFR is calculated in accordance with any such policy or arrangement for a period no less than the period specified as the "RFR Contingency Period" in the Reference Rate Terms; or (iv) in the opinion of the Majority Lenders and the Borrower, the RFR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement. 43 Confidentiality of Funding Rates
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145 UK-#751511372-v3 43.1 Confidentiality and disclosure (a) The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below. (b) The Agent may disclose: (i) any Funding Rate to the Borrower pursuant to clause 8.4 (Notification of rates of interest); and (ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender. (c) The Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to: (i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this clause 43.1(c)(ii) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate Quotation or is otherwise bound by requirements of confidentiality in relation to it; (ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price- sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; (iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and (iv) any person with the consent of the relevant Lender. 43.2 Related obligations (a) The Agent and each Obligor acknowledge that each Funding Rate is or may be price- sensitive information and that its use may be regulated or prohibited by applicable
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147 UK-#751511372-v3 (ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; (iii) appointed by any Finance Party or any of that Finance Party’s Affiliates or by a person to whom clause 44.2(b)(i) or clause 44.2(b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf; (iv) appointed by any Finance Party or any of that Finance Party’s Affiliates or by a person to whom clause 44.2(b)(ii) above applies to act as a verification agent in respect of any transaction referred to in clause 44.2(b)(ii) above; (v) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in clause 44.2(b)(i) or clause 44.2(b)(ii) above; (vi) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation, including filing of this Agreement with the U.S. Securities and Exchange Commission; (vii) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; (viii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to clause 31.7 (Security over Lenders' rights); (ix) who is a Party; or (x) with the consent of the Borrower; in each case, such Confidential Information as that Finance Party shall consider appropriate if: (A) in relation to clause 44.2(b)(i), clause 44.2(b)(ii), clause 44.2(b)(iii) and clause 44.2(b)(iv) above, the person to whom the Confidential Information is to be given has entered into a confidentiality undertaking substantially in a recommended form of the Loan Market Association from time to time or in any other form agreed between the Borrower and the relevant Finance Party (a Confidentiality Undertaking) except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information; (B) in relation to clause 44.2(b)(v) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the
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148 UK-#751511372-v3 Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; (C) in relation to clause 44.2(b)(vi), clause 44.2(b)(vii) and clause 44.2(b)(viii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and (c) to any person appointed by that Finance Party or by a person to whom clause 44.2(b)(i) or clause 44.2(b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this clause44.2(c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party; (d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; and (e) to any relevant publisher, such Confidential Information as may be required to be disclosed to enable such publisher to compile and publish relevant league tables and rankings if the publisher to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information. 44.3 Disclosure to numbering service providers (a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information: (i) names of Obligors; (ii) country of domicile of Obligors; (iii) place of incorporation of Obligors; (iv) date of this Agreement; (v) clause 48 (Governing law); (vi) the names of the Agent and the Arrangers; (vii) date of each amendment and restatement of this Agreement;
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151 UK-#751511372-v3 (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. QFC has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
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153 UK-#751511372-v3 Schedule 1 The original parties Borrower Name Cool Company Ltd. Original Jurisdiction Bermuda Registration number (or equivalent, if any) 54129 English process agent (if not incorporated in England) Cool Company Management Ltd, 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Registered office 0 Xxx-xx-Xxxxx, Xxxx Xxxxxxxx XX00, Xxxxxxx Address for service of notices 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Att: Treasury / CoolCo CFO xxxxxxxx@xxxxx.xxx Xxxxxxx.xxxxxxxx@xxxxx.xxx The Owners Name Xxxxx Xxxx M2027 Corp. (to be renamed Kool Bear Corporation) Original Jurisdiction Xxxxxxxx Islands Registration number (or equivalent, if any) 46891 English process agent (if not incorporated in England) Cool Company Management Ltd, 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960 Address for service of notices 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Att: Treasury / CoolCo CFO xxxxxxxx@xxxxx.xxx Xxxxxxx.xxxxxxxx@xxxxx.xxx
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154 UK-#751511372-v3 Name Kool Crystal Corporation (formerly known as Xxxxx Xxxx M2022 Corp.) Original Jurisdiction Xxxxxxxx Islands Registration number (or equivalent, if any) 46819 English process agent (if not incorporated in England) Cool Company Management Ltd, 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960 Address for service of notices 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Att: Treasury / CoolCo CFO xxxxxxxx@xxxxx.xxx Xxxxxxx.xxxxxxxx@xxxxx.xxx Name Kool Frost Corporation (formerly known as Golar LNG NB12 Corporation) Original Jurisdiction Xxxxxxxx Islands Registration number (or equivalent, if any) 53183 English process agent (if not incorporated in England) Cool Company Management Ltd, 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960 Address for service of notices 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Att: Treasury / CoolCo CFO xxxxxxxx@xxxxx.xxx Xxxxxxx.xxxxxxxx@xxxxx.xxx
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155 UK-#751511372-v3 Name Kool Glacier Corporation (formerly known as Golar LNG NB10 Corporation) Original Jurisdiction Xxxxxxxx Islands Registration number (or equivalent, if any) 52982 English process agent (if not incorporated in England) Cool Company Management Ltd, 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960 Address for service of notices 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Att: Treasury / CoolCo CFO xxxxxxxx@xxxxx.xxx Xxxxxxx.xxxxxxxx@xxxxx.xxx Name Kool Blizzard Corporation (formerly known as Xxxxx Xxxx M2047 Corp.) Original Jurisdiction Xxxxxxxx Islands Registration number (or equivalent, if any) 48780 English process agent (if not incorporated in England) Cool Company Management Ltd, 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX Registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH 96960 Address for service of notices 6th floor, the Zig Zag, 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Att: Treasury / CoolCo CFO xxxxxxxx@xxxxx.xxx Xxxxxxx.xxxxxxxx@xxxxx.xxx
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156 UK-#751511372-v3 The Original Lenders Name ABN AMRO Bank N.V., Oslo Branch Facility Office, address and attention details for notices and account details for payments Lending office: Address: Xxxx X’x Xxxx 0, X-0000 Xxxx, Xxxxxx For credit matters: Address: Xxxx X’x Xxxx 0, X-0000 Xxxx, Xxxxxx Email: xxxx_xxxxxxx_xxxx@xx.xxxxxxx.xxx Attention: Lending Oslo (Attn: Xxxxxxxxxxx Xxx Xxx Xxxxx) For operational matters: Address: Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, PAC GL09.14 Email: xxxxx.xxxxxxxxxxxxxxxxxxxxx.xxx@xx.xxxxxxx.xxx Attention: Lening en Administratie Term Loan Commitment ($) $100,871,782 as at the Effective Date Name Citibank, N.A., Jersey Branch Facility Office, address and attention details for notices and account details for payments Lending office: Address: PO Box 000, 00 Xxxxxxxxx, Xx Xxxxxx, Xxxxxx, XX0 0XX For credit matters: Address: Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX Email: xxxxxxxx.xxxxxxx@xxxx.xxx Attention: Xxxxxxxx Xxxxxxx For operational matters: Address: Loans Processing Unit, Citibank Europe Plc, Poland Branch, Prosta 00 Xxxxxx, 00-000 Xxxxxx, Xxxxxx Email: xxxxxxx.xxxxxxxxxxxxxxx@xxxx.xxx / xxxxxxxxxxxxxxxxxx@xxxx.xxx
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157 UK-#751511372-v3 Attention: Loans Processing Unit Term Loan Commitment ($) $100,871,782 as at the Effective Date Name Danske Bank, Norwegian Branch Facility Office, address and attention details for notices and account details for payments Lending office: Address: Xxxxxx Xxxx 00, 0000 Xxxxxxxxx, Xxxxxx For credit matters: Address : Xxxxxxxxxxxx 0, 0000 Xxxx, Xxxxxx Email: xxxx@xxxxxxxxxx.xxx / Xxxxx.Xxxxxxx@xxxxxxxxxx.xxx; Attention: Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxx For operational matters: Address: 0-00 Xxxxxxx Xxxxx, XX 0000 Xxxxxxxxxx X., Xxxxxxx Email: xxxxxxxxxx@xxxxxxxxxx.xxx Attention: Loan Management Shipping Term Loan Commitment ($) $100,871,782 as at the Effective Date Name DNB (UK) Limited Facility Office, address and attention details for notices and account details for payments Address: 8th Floor The Walbrook Building 00 Xxxxxxxxx Xxxxxx XX0X 0XX For credit matters: Address: 8th Floor The Walbrook Building 00 Xxxxxxxxx Xxxxxx XX0X 0XX Attention: CMOA Department Email: xxxxxxxxxx@xxx.xx
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158 UK-#751511372-v3 For operational matters: Address: 8th Floor The Walbrook Building 00 Xxxxxxxxx Xxxxxx XX0X 0XX Attention: Loan Administration Dept Email: xxxxxxxxx@xxx.xx Term Loan Commitment ($) $100,871,782 as at the Effective Date Name Nordea Bank Abp, filial i Norge Facility Office, address and attention details for notices and account details for payments Address: Xxxxxxxxxx xxxx 0 0000 Xxxx Xxxxxx Tel: x00 00000000 / x00 000 00 000 Email: Xxxxxx.x.xxxx@xxxxxx.xxx / Xxxxxxx.xxxx@xxxxxx.xxx Attention: Shipping & Offshore Term Loan Commitment ($) $100,871,782 as at the Effective Date The Agent Name Nordea Bank Abp, filial i Norge Facility Office, address and attention details for notices and account details for payments Address: Xxxxxxxxxx xxxx 0 0000 Xxxx Xxxxxx Tel: x00 0000 0000 Email: xxxxxx.xxxxxx@xxxxxx.xxx xxxxxx.xxxx@xxxxxx.xxx Attention: Shipping & Offshore The Security Agent Name Nordea Bank Abp, filial i Norge
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159 UK-#751511372-v3 Facility Office, address and attention details for notices and account details for payments Address: Xxxxxxxxxx xxxx 0 0000 Xxxx Xxxxxx Tel: x00 0000 0000 Email: xxxxxx.xxxxxx@xxxxxx.xxx xxxxxx.xxxx@xxxxxx.xxx Attention: Shipping & Offshore
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160 UK-#751511372-v3 The Hedging Providers Name ABN AMRO Bank N.V. Facility Office, address and attention details for notices and account details for payments Address: 00 Xxxxxx Xxxxxxxxxx, Xxxxxxxxx, Xxx Xxxxxxxxxxx Tel: x00 00 000 0000 E-mail: xxx@xx.xxxxxxx.xxx Name Danske Bank A/S Facility Office, address and attention details for notices and account details for payments Address: 0-00 Xxxxxxx Xxxxx, XX 0000 Xxxxxxxxxx X., Xxxxxxx Tel : x00 00 00 00 00 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxx.xx Attention: Xxxxxxx Xxxxxxxx Name DNB Bank ASA Facility Office, address and attention details for notices and account details for payments Address: 8th Floor The Walbrook Building 00 Xxxxxxxxx Xxxxxx XX0X 0XX Tel: x00 000 000 0000 Attention: CMOA Department Email: xxxxxxxxxx@xxx.xx Name Nordea Bank Abp Facility Office, address and attention details for notices and account details for payments Address: c/o Nordea Danmark, Filial af Nordea Bank Abp, Finland, 7288 Derivatives Services, PO Box 850, DK-0900 Copenhagen K, Denmark Tel: x00 00 00 00 00 Email: xxx@xxxxxx.xxx
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161 UK-#751511372-v3 Name Citigroup Global Markets Limited Facility Office, address and attention details for notices and account details for payments For credit matters: Address: Citigroup Centre, 00 Xxxxxx Xxxxxx, Xxxxxx X00 0XX Email: xxxxxxxx.xxxxxxx@xxxx.xxx Attention: Xxxxxxxx Xxxxxxx For operational matters: Address: Loans Processing Unit, Citibank Europe Plc, Poland Branch, Prosta 00 Xxxxxx, 00-000 Xxxxxx, Xxxxxx Email: xxxxxxx.xxxxxxxxxxxxxxx@xxxx.xxx / xxxxxxxxxxxxxxxxxx@xxxx.xxx Attention: Loans Processing Unit
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162 UK-#751511372-v3 The Bookrunners Name ABN AMRO Bank N.V. Name Citibank, N.A., London Branch Name Danske Bank A/S Name DNB (UK) Limited Name Nordea Bank Abp, Filial i Norge
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163 UK-#751511372-v3 The Mandated Lead Arrangers Name ABN AMRO Bank N.V. Name Citibank, N.A., London Branch Name Danske Bank A/S Name DNB (UK) Limited Name Nordea Bank Abp, Filial i Norge The Co-ordinators Name ABN AMRO Bank N.V. Name Citibank, N.A., London Branch Name Danske Bank A/S Name DNB (UK) Limited Name Nordea Bank Abp, Filial i Norge
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164 UK-#751511372-v3 Schedule 2 Ship information Ship A Name of Ship: Golar Bear (to be renamed Kool Bear) Capacity: 160,000 cbm Year built: 2014 Type of ship: Liquefied natural gas carrier Owner: Xxxxx Xxxx M2027 Corp. (to be renamed Kool Bear Corporation) Flag State: Xxxxxxxx Islands Port of Registry: Majuro IMO Number: 9626039 Classification: 1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF- V(3)C(3), CSA-2, CLEAN, Recyclable Classification Society: Det Norske Veritas Major Casualty Amount: $5,000,000 Ship Commitment: $95,000,000 Additional Ship Commitment: $14,000,000
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165 UK-#751511372-v3 Ship B Name of Ship: Xxxxx Xxxxxxx (to be renamed Kool Crystal) Capacity: 160,000 cbm Year built: 2014 Type of ship: Liquefied natural gas carrier Owner: Kool Crystal Corporation (formerly known as Xxxxx Xxxx M2022 Corp.) Flag State: Xxxxxxxx Islands Port of Registry: Majuro IMO Number: 9624926 Classification: 1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF- V(3)C(3), CSA-2, CLEAN, Recyclable Classification Society: Det Norske Veritas Major Casualty Amount: $5,000,000 Ship Commitment: $95,000,000 Additional Ship Commitment: $14,000,000
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166 UK-#751511372-v3 Ship C Name of Ship: Kool Frost (formerly known as Xxxxx Xxxxx) Capacity: 160,000 cbm Year built: 2014 Type of ship: Liquefied natural gas carrier Owner: Kool Frost Corporation (formerly known as Golar LNG NB12 Corporation) Flag State: Xxxxxxxx Islands Port of Registry: Majuro IMO Number: 9655042 Charter description: Time Charter Party entered into between CNOOC Gas and Power Trading & Marketing Ltd. and Golar LNG NB12 Corporation on 12 October 2021 in respect of the Xxxxx Xxxxx, as amended on 29 December 2021. Charterer: CNOOC Gas and Power Trading & Marketing Ltd. Classification: 1A1, Tanker for Liquefied Gas Ship type 2G (Membrane tank, Maximum pressure 25kPaG, Minimum temperature -163oC and Specific gravity 500 kg/m3), NAUTICUS(Newbuilding), E0, BIS, TMON, COAT-PSPC(B), NAUT-OC, GAS FUELLED, COMF- V(3)C(3), CSA-2, CLEAN, Recyclable Classification Society: Det Norske Veritas Major Casualty Amount: $5,000,000 Ship Commitment: $95,000,000 Additional Ship Commitment: $14,000,000
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167 UK-#751511372-v3 Ship D Name of Ship: Kool Glacier (formerly known as Golar Glacier) Capacity: 162,000 cbm Year built: 2014 Type of ship: Liquefied natural gas carrier Owner: Kool Glacier Corporation (formerly known as Golar LNG NB10 Corporation) Flag State: Xxxxxxxx Islands Port of Registry: Majuro IMO Number: 9654696 Classification: 1A1, Tanker for Liquefied Gas, BIS, Clean, COAT-PSPC(B), E0 F(A, M, C) Gas fuelled NAUT(OC), NAUTICUS(Newbuilding), OPP-F Plus, Recyclable, TMON Classification Society: Det Norske Veritas Major Casualty Amount: $5,000,000 Ship Commitment: $95,000,000 Additional Ship Commitment: $14,000,000
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168 UK-#751511372-v3 Ship F Name of Ship: Kool Blizzard (formerly known as Golar Snow) Capacity: 160,000 cbm Year built: 2015 Type of ship: Liquefied natural gas carrier Owner: Kool Blizzard Corporation (formerly known as Xxxxx Xxxx M2047 Corp.) Flag State: Xxxxxxxx Islands Port of Registry: Majuro IMO Number: 9635315 Classification: 1A1, Tanker for Liquefied Gas, BIS, Clean, COAT-PSPC(B), Comf(C-3, V-2), CSA(2), E0, Gas fuelled, NAUT(OC), NAUTICUS(Newbuilding), Recyclable, TMON Classification Society: Det Norske Veritas Major Casualty Amount: $5,000,000 Ship Commitment: $95,000,000 Additional Ship Commitment: $14,000,000
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169 UK-#751511372-v3 Schedule 3 Conditions precedent Part 1 Conditions precedent to any Utilisation 1 Original Obligors' and GLNG corporate documents (a) A copy of the Constitutional Documents of each Original Obligor and GLNG. (b) A copy of a resolution of the board of directors of each Original Obligor and GLNG (or, if applicable, any committee of such board empowered to approve and authorise the following matters): (i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party (its Relevant Documents) and resolving that it execute its Relevant Documents; (ii) authorising a specified person or persons to execute its Relevant Documents on its behalf; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with its Relevant Documents. (c) If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph (b) above and conferring authority on that committee. (d) A notarised or certified passport copy (containing a specimen signature) of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents and who has executed any such document. (e) A copy of a resolution signed by all the holders of the issued shares in each Original Obligor approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor is a party. (f) A certificate of the Borrower (signed by a director) confirming that: (i) borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded; and (ii) no consents, authorisations, licences or approvals are necessary for any Original Obligor to authorise or are required by any Original Obligor in connection with the borrowing by the Borrower of the Loan pursuant to this Agreement or the execution, delivery and performance of any Finance Document. (g) A copy of any power of attorney under which any person is to execute any of the Relevant Documents on behalf of any Original Obligor or GLNG. (h) A certificate of an authorised signatory of the relevant Original Obligor and GLNG certifying that each copy document relating to it specified in this Part of this Schedule is correct,
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170 UK-#751511372-v3 complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power of attorney have not been revoked. 2 Legal opinions The following Legal Opinions, each addressed to the Agent, the Security Agent, the Original Lenders and the Hedging Providers and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility: (a) A Legal Opinion of Xxxxxx Xxxx Xxxxxxxxx LLP, London on matters of English law, substantially in the form approved by all of the Lenders prior to signing this Agreement. (b) A Legal Opinion of the legal advisers to the Agent in each jurisdiction (other than England and Wales) in which an Obligor and GLNG is incorporated and/or which is or is to be the Flag State of a Ship, or in which an Earnings Account opened at the relevant time is established substantially in the form approved by all of the Lenders prior to signing this Agreement. 3 Other documents and evidence (a) Evidence that any process agent referred to in clause 49.2 (Service of process) or any equivalent provision of any other Finance Document entered into on or before the first Utilisation Date, if not an Original Obligor, has accepted its appointment. (b) Each Fee Letter duly executed by the parties thereto. (c) A copy, certified by an approved person to be a true and complete copy, of each of the Charter Documents relating to the Initial Ship C Charter. (d) A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. (e) The Original Financial Statements, together with a Compliance Certificate. (f) Evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant to clause 11 (Fees) and clause 16 (Costs and expenses) have been paid or will be paid by the first Utilisation Date. (g) Evidence satisfactory to the Agent (on the instructions of all the Lenders) (i) that since 31 December 2021 no material adverse change has occurred which could adversely affect the business, financial condition, performance, assets, operations or prospects of any Obligor and their Affiliates (taken as a whole); (ii) of the absence of any circumstance, change or condition in the international or relevant domestic bank, loan syndication, financial or capital markets generally that, in the opinion of any Lender, could impair the prospects of achieving successful syndication of the Facility in due course; and
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172 UK-#751511372-v3 Loan and execution of any Subordination Agreement and any other subordination documentation required pursuant to clause 27.3 (Financial Indebtedness). 9 Minimum Cash balance Evidence satisfactory to the Agent (on the instructions of all the Lenders) that the Borrower has not less than $25,000,000 of Cash. 10 "Know your customer" information Such documentation, information and other evidence as any Finance Party may need in order to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks (including sanctions) or identification procedures under all laws and regulations and internal policies applicable to that Finance Party. 11 Taxation If relevant, evidence in a form acceptable to the Agent that any withholding tax will be paid or any necessary applications have been or will be sent to the relevant tax authorities. 12 Further documentation Such further documentation, evidence, authorisations or opinions as the Agent may reasonably require.
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173 UK-#751511372-v3 Part 2 Ship and security conditions precedent 1 Corporate documents (a) A certificate of an authorised signatory of the relevant Owner certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended. (b) A certificate of an authorised signatory of each other Obligor which is party to any of the Original Security Documents required to be executed at or before the first Utilisation Date certifying that each copy document relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation to it have not been revoked or amended. 2 Security (a) The Mortgage and the General Assignment in respect of the relevant Ship duly executed by the relevant Owner. (b) In respect of Ship C and any other Ship subject to a Charter, the Charter Assignment duly executed by the relevant Owner. (c) The Share Security in respect of the relevant Owner duly executed by the Borrower together with all letters, transfers, certificates and other documents required to be delivered under such Share Security. (d) Any Manager's Undertaking in respect of the relevant Ship then required pursuant to the Finance Documents duly executed by the relevant manager. (e) Xxxx executed notices of assignment and acknowledgements of those notices as required by any of the above Security Documents and, in respect of the acknowledgments required from any relevant Charterer and subject to the terms of the relevant Charter Assignment, any relevant acknowledgments shall be provided as conditions subsequent in accordance with clause 4.6(a) (Conditions subsequent). (f) If a Quiet Enjoyment Letter is required by any relevant Charterer pursuant to the terms of any relevant Charter, evidence acceptable to the Agent that the Quiet Enjoyment Letters are in a form agreed to by the Security Agent, the relevant Owner and the relevant Charterer (which have consented to the relevant Security Documents) and that the duly executed and dated Quiet Enjoyment Letters will follow as conditions subsequent in accordance with clause 4.6(b) (Conditions subsequent). 3 Delivery and registration of Ship Evidence that the relevant Ship: (a) is or will be upon redelivery from the Existing Lessor (if applicable) legally and beneficially owned by the relevant Owner and registered in the name of the relevant Owner through the relevant Registry as a ship under the laws and flag of the relevant Flag State;
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174 UK-#751511372-v3 (b) is classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society; (c) is insured in the manner required by the Finance Documents; (d) where applicable, has been delivered, and accepted for service, under its Charter; (e) is free of any other charter commitment which would require approval under the Finance Documents; (f) is managed on terms approved pursuant to clause 22.4 (Manager); and (g) any prior registration (other than through the relevant Registry in the relevant Flag State) of each of the Ships has been or will be cancelled. 4 Existing Financial Indebtedness Evidence that all amounts outstanding under the relevant Existing Financial Indebtedness which is to be prepaid by the relevant Advance have been or will be (as a result of the relevant Utilisation) discharged in full and that all related commitments are or will be cancelled in full and that all Security Interests and guarantees in connection with the Existing Financial Indebtedness have been or will be discharged in full. 5 Mortgage registration Evidence that the Mortgage in respect of the relevant Ship has been or will be immediately after the time of the relevant Release in accordance with clause 5.4 (Pre-placement of an Advance) registered against such Ship through the relevant Registry under the laws and flag of the relevant Flag State. 6 Legal opinions To the extent required by the Agent, the following further Legal Opinions, each addressed to the Agent, the Security Agent, the Original Lenders and the Hedging Providers and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility: (a) A Legal Opinion of Xxxxxx Xxxx Xxxxxxxxx LLP, London on matters of English law, substantially in the form approved by all of the Lenders prior to signing this Agreement in relation to Security Documents. (b) A Legal Opinion of the legal advisers to the Security Agent and the Agent in each jurisdiction in which an Obligor is incorporated and/or which is or is to be the Flag State of a Ship, or in which an Earnings Account opened at the relevant time is established substantially in the form approved by all of the Lenders prior to signing this Agreement. 7 Insurance In relation to the relevant Ship’s Insurances: (a) an opinion from insurance consultants appointed by the Agent on such Insurances; (b) evidence that such Insurances have been placed in accordance with clause 24 (Insurance); and
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176 UK-#751511372-v3 (a) a signed and undated Bill of Sale in respect of the relevant Ship; (b) a signed and undated Protocol of Delivery and Acceptance in respect of the relevant Ship; (c) commercial invoice issued by the relevant Lessor in respect of the relevant Ship; and (d) a copy of any document pursuant to which the relevant Existing Lease shall be terminated and the relevant Ship acquired by the relevant Owner. 14 Acquisition of Owner Evidence in a form and substance satisfactory to the Agent that all of the issued and outstanding shares in the relevant Owner have been (or will be as part of the closing process relating to the relevant Utilisation and repayment of the Existing Financial Indebtedness) transferred to, and registered in the name of, the Borrower.
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177 UK-#751511372-v3 Schedule 4 Utilisation Request From: Cool Company Ltd. To: Nordea Bank Abp filial i Norge as Agent Dated: [] Dear Sirs $570,000,000 Facility Agreement dated 17 February 2022 (as amended by a Supplemental Letter Agreement dated 9 August 2022 and as amended and restated pursuant to a Supplemental Agreement dated [] 2023) (the Agreement) 1 We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow an Advance of the [Ship Commitments][Additional Ship Commitments] on the following terms: Proposed Utilisation Date: [] (or, if that is not a Business Day, the next Business Day) Amount: $[] 3 We confirm that each condition specified in clause 4.4 (Further conditions precedent) is satisfied on the date of this Utilisation Request. 4 The purpose of this Advance is [] and its proceeds should be credited to []. 5 This Utilisation Request is irrevocable. Yours faithfully ………………………………… authorised signatory for Cool Company Ltd.
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178 UK-#751511372-v3 Schedule 5 Form of Transfer Certificate To: Nordea Bank filial i Norge as Agent From: [] (the Existing Lender) and [] (the New Lender) Dated: $570,000,000 Facility Agreement dated 17 February 2022 (as amended by a Supplemental Letter Agreement dated 9 August 2022 and as amended and restated pursuant to a Supplemental Agreement dated [] 2023) (the Agreement) 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2 We refer to clause 31.5 (Procedure for assignment): (a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Xxxxxx's Commitment(s) and participations in the Loans under the Agreement as specified in the Schedule. (b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Xxxxxx's Commitment(s) and participations in the Loans under the Agreement specified in the Schedule. (c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above. (d) The Facility Office and address and attention details for notices of the New Lender for the purposes of clause 38.2 (Addresses) are set out in the Schedule. 3 The proposed Transfer Date is [●]. 4 The New Lender expressly acknowledges the limitations on the Existing Xxxxxx's obligations set out in sub-clause (c) of clause 31.4 (Limitation of responsibility of Existing Lenders). 5 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate. 6 This Transfer Certificate and any non-contractual obligations connected with it are governed by English law. 7 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.
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179 UK-#751511372-v3 The Schedule Rights to be assigned and obligations to be released and undertaken [insert relevant details] [Facility Office address, email address and attention details for notices and account details for payments.] [Existing Lender] [New Lender] By: By: This is accepted by the Agent as a Transfer Certificate and the Transfer Date is confirmed as []. Signature of this Transfer Certificate by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party. [Agent] By:
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180 UK-#751511372-v3 Schedule 6 Form of Compliance Certificate To: Nordea Bank Abp, filial i Norge as Agent From: Cool Company Ltd. (the Company) Dated: [] Dear Sirs $570,000,000 Facility Agreement dated 17 February 2022 (as amended by a Supplemental Letter Agreement dated 9 August 2022 and as amended and restated pursuant to a Supplemental Agreement dated [] 2023) (the Agreement) 1 I refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. (b) Working Capital Ratio: at all times the Working Capital Ratio shall be greater than 1.0x; (c) Value Adjusted Equity: at all times the Value Adjusted Equity shall be not less than $250,000,000; and (d) Value Adjusted Equity Ratio: at all times the Value Adjusted Equity Ratio shall be not less than 30%. 2 I confirm that: (a) the aggregate value of the Free Liquid Assets of the Group (excluding any undrawn amounts under the GLNG Shareholder Loan) is $[●], and was at all times in the period for which the financial statements and managements accounts attached hereto relate, not less than the higher of (i) $[●] and (ii) an amount equal to [●] per cent. of Total Indebtedness on a consolidated basis; (b) the Group’s Working Capital Ratio is [●]and was at all times in the period for which the financial statements and management accounts attached hereto relate, greater than 1.0x; (c) the Group’s Value Adjusted Equity is [●] and was at all times in the period for which the financial statements and management accounts attached hereto relate, not less than $250,000,000; and (d) the Group’s Value Adjusted Equity Ratio is [●] and was at all times in the period for which the financial statements and management accounts attached hereto relate, not less than 30%. 3 [I confirm that no Default is continuing.] [If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.] 4 [I confirm that the Borrower is in compliance with the provisions of clause 25 (Minimum security value) of the Facility Agreement and attach evidence demonstrating such compliance over the last twelve months.]
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181 UK-#751511372-v3 5 I attach the financial statements and management accounts required to be provided pursuant to clause 19.2 (Financial statements) of the Facility Agreement. Signed by: …………………………………………………… Chief Financial Officer
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182 UK-#751511372-v3 Schedule 7 Repayment Schedule (as at the Effective Date) Date Ship Tranche – Ship A (Kool Bear) Ship Tranche – Ship B (Kool Crystal) Ship Tranche – Ship C (Kool Frost) Ship Tranche – Ship D (Kool Glacier) Ship Tranche – Ship F (Kool Blizzard) Loan outstanding Outstanding 86,861,855 86,664,665 86,902,905 86,904,415 87,025,070 434,358,910 Utilisation Date 14,000,000 14,000,000 14,000,000 14,000,000 14,000,000 70,000,000 Total Commitment 100,861,855 100,664,665 100,902,905 100,904,415 101,025,070 504,358,910 Repayment 6 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 494,830,919 Repayment 7 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 485,302,927 Repayment 8 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 475,774,936 Repayment 9 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 466,246,944 Repayment 10 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 456,718,953 Repayment 11 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 447,190,962 Repayment 12 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 437,662,970 Repayment 13 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 428,134,979 Repayment 14 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 418,606,987 Repayment 15 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 409,078,996 Repayment 16 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 399,551,004 Repayment 17 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 390,023,013
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183 UK-#751511372-v3 Repayment 18 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 380,495,022 Repayment 19 1,907,983 1,955,298 1,898,141 1,897,778 1,868,792 370,967,030 Repayment 20 74,150,098 73,290,489 74,328,938 74,335,524 74,861,981 -
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185 UK-#751511372-v3 (ii) the lower bound of that target range. Central Bank Rate Adjustment: In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Agent), of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available. Central Bank Rate Spread In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent of: (a) the RFR for that RFR Banking Day; and (b) the Central Bank Rate prevailing at close of business on that RFR Banking Day. Daily Rate: The Daily Rate for any RFR Banking Day is: (a) the RFR for that RFR Banking Day: or (b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of: (i) the Central Bank Rate for that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment; or (c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of: (i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and (ii) the applicable Central Bank Rate Adjustment, rounded, in either case, to five decimal places and if, in either case, that rate is less than zero, the Daily Rate shall be deemed to be zero. Lookback Period: Five RFR Banking Days without observation shift. Market Disruption Rate: The percentage rate per annum which is the Cumulative Compounded RFR Rate for the Interest Period of the relevant Ship Tranche. Relevant Market: The market for overnight cash borrowing collateralised by US Government securities. Reporting Day: The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period. RFR: The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes
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186 UK-#751511372-v3 over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). RFR Contingency Period: 30 days. RFR Banking Day: Any day other than: (a) a Saturday or Sunday; and (b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities. Interest Periods Length of Interest Period: (a) Each Interest Period will be one Month. (b) The first Interest Period for a Ship Tranche stall start on the Utilisation Date for that Ship Tranche and end on the last day of the then current Interest Period for the balance of the Loan (save that for the first Ship Tranche to be borrowed, its Interest Period shall end on the date falling one Month after the relevant Utilisation Date). (c) Each subsequent Interest Period for that Ship Tranche start on the last day of its preceding Interest Period and be one Month (subject to paragraph (d) below and clause 9.2 (Non-Business Days)) or such other period as agreed between the Borrower and the Lenders. Reporting Times Deadline for Lenders to report market disruption in accordance with clause 10.2 (Market disruption) Close of business in London on the Reporting Day for the relevant Ship Tranche. Deadline for Lenders to report their cost of funds in accordance with clause 10.3 (Cost of funds) Close of business on the date falling two Business Days after the Reporting Day for the relevant Ship Tranche or relevant part of it (or, if earlier, on the date falling two Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Ship Tranche).
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187 UK-#751511372-v3 Schedule 9 Daily Non-Cumulative Compounded RFR Rate The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Ship Tranche is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below: (������ − ��������) × ��� �� where: "UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i"; "UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period; "dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; "ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose): ����� × ��� ��� where: "ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day; "tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period; "Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day; "dcc" has the meaning given to that term above; and the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to five decimal places) calculated as set out below: � �1 + ������������� × n� dcc � �� �̇�� − 1� × dcc tn� where:
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188 UK-#751511372-v3 "d0" means the number of RFR Banking Days in the Cumulation Period; "Cumulation Period" has the meaning given to that term above; "i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period; "DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i"; "ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; "dcc" has the meaning given to that term above; and "tni" has the meaning given to that term above.
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189 UK-#751511372-v3 Schedule 10 Cumulative Compounded RFR Rate The "Cumulative Compounded RFR Rate" for any Interest Period for a Ship Tranche is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 9 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below: � �1 + ������������� × n� dcc � �� �̇�� − 1� × dcc d where: "d0" means the number of RFR Banking Days during the Interest Period; "i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during that Interest Period; "DailyRatei-LP" means for any RFR Banking Day "i" during that Interest Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i"; "ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; "dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and "d" means the number of calendar days during that Interest Period.
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190 UK-#751511372-v3 Schedule 11 Sustainability targets 1 Definitions In this Schedule 11: AER: Shall mean in relation to a vessel for a calendar year, the efficiency ratio of that vessel using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit grams of CO2 per tonne per nautical mile and calculated in line with the Poseidon Principles as follows: where: (a) Ci is carbon emissions for voyage i computed using the fuel consumption and carbon factor of each type of fuel; (b) dwt is the deadweight at maximum summer draught of the relevant vessel; and (c) Di is the distance travelled on the voyage. Fleet: Shall mean all vessels owned, leased or otherwise controlled by means of equity by any Group Member, but for the avoidance of doubt, excluding any vessels managed by any management company within the Group on behalf of entities which are not Group Members. KPI: Shall mean the weighted average AER in respect of the Fleet for the applicable Sustainability Linked Year. Sustainability Compliance Certificate: Shall mean a certificate substantially in the form set out in the appendix hereto (Form of Sustainability Compliance Certificate). DNV is pre- approved as a Sustainability Expert. Sustainability Expert: Shall mean a qualified provider of third party assurance or attestation services appointed by the Borrower (and acceptable to the Sustainability Co-ordinators) whose costs shall be for the account of the Borrower. Sustainability Linked Year: Shall mean each year of the Facility Period in respect of which there is a Sustainability Performance Target. Sustainability Performance Target: Shall mean the applicable KPI set out below: Year 2022 0000 0000 0000 0000 AER 8.2 8.1 8.0 7.75 7.5
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191 UK-#751511372-v3 Sustainability Performance Test Date: Shall mean, in each calendar year, the date falling not later than 180 days after 31 December in the previous calendar year. 2 Sustainability undertakings (a) Not later than the Sustainability Performance Test Date, the Borrower shall supply the Sustainability Co-ordinators and the Agent with a Sustainability Compliance Certificate setting out (in form and substance satisfactory to the Sustainability Co-ordinators, acting reasonably) computations and information in compliance with this paragraph 2. (b) Each Sustainability Compliance Certificate shall: (i) report on the achievement of the Sustainability Performance Target for the relevant Sustainability Linked Year as at the relevant Sustainability Performance Test Date; and (ii) be signed by the chief financial officer of the Borrower. (c) If requested to do so by the Majority Lenders, the Sustainability Co-ordinators shall discuss the Sustainability Compliance Certificate or any aspect of it with the relevant Sustainability Expert and report on those discussions to the Lenders. The Borrower shall pay the reasonable costs and expenses of the Sustainability Co-ordinators and the Sustainability Experts so incurred as notified to the Borrower by the Agent. (d) The Borrower shall provide any additional clarification regarding the Sustainability Compliance Certificate as the Sustainability Co-ordinators may from time to time reasonably require. 3 Sustainability representations On the date of each Sustainability Compliance Certificate, the Borrower represents and warrants to the Sustainability Co-ordinators that, as at the Sustainability Performance Test Date: (a) the information contained in the Sustainability Compliance Certificate accurately presents the achievement (if applicable) of the Sustainability Performance Target for the relevant Sustainability Linked Year; and (b) the Sustainability Performance Target contained in the Sustainability Compliance Certificate has been verified by a Sustainability Expert. 4 Margin adjustment (a) Unless within ten (10) Business Days of receipt of a Sustainability Compliance Certificate pursuant to paragraph 2(a) above any Sustainability Co-ordinator notifies the Agent that the Sustainability Performance Target for the relevant Sustainability Linked Year has not been achieved, the level of Margin designated in paragraph 2(c) of the relevant Sustainability Compliance Certificate for the next Sustainability Linked Year shall apply with effect from the first day of the next Interest Period falling ten (10) Business Days after receipt of the Sustainability Compliance Certificate pursuant to paragraph 2(a) above (the Margin Adjustment Date) for the next Sustainability Linked Year and with effect from the Margin Adjustment Date all references to “Margin” in this Agreement shall be construed accordingly.
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192 UK-#751511372-v3 (b) In the event that a Sustainability Compliance Certificate indicates that the Sustainability Performance Target for the relevant Sustainability Linked Year has not been achieved, the level of Margin designated in paragraph 2(c) of the relevant Sustainability Compliance Certificate shall be 2.30 per cent. (c) In the absence of the provision by the Borrower of a Sustainability Compliance Certificate in accordance with paragraph 2(a) above, the Margin shall, with reference to the previous Sustainability Linked Year be adjusted to 2.30 per cent with effect from the Margin Adjustment Date. For the avoidance of doubt, the Borrower may elect not to furnish a Sustainability Compliance Certificate and such election will not constitute a Default or an Event of Default.
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193 UK-#751511372-v3 Appendix Form of Sustainability Compliance Certificate To: ABN AMRO BANK N.V., CITIBANK, N.A., LONDON BRANCH, DANSKE BANK A/S, DNB (UK) LIMITED and NORDEA BANK ABP, FILIAL I NORGE as Sustainability Co- ordinators From: COOL COMPANY LTD. Dated: [] Dear Sirs $570,000,000 Facility Agreement dated 17 February 2022 (as amended by a Supplemental Letter Agreement dated 9 August 2022 and as amended and restated pursuant to a Supplemental Agreement dated [] 2023) (the Agreement) 1 We refer to the Agreement. This is a Sustainability Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Sustainability Compliance Certificate unless given a different meaning in this Sustainability Compliance Certificate. 2 We confirm that, as at the date hereof: (a) the weighted average AER of the Fleet for the calendar year ending 31 December [] was: [●] (b) the weighted average AER of the Fleet referred to in paragraph (a) above has been verified by a Sustainability Expert: [●]; and (c) accordingly, with effect from [insert first day of next Interest Period], the Margin for the next Sustainability Linked Year should be: [●] Signed by: ............................................................. Chief Financial Officer of COOL COMPANY LTD.
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194 UK-#751511372-v3 Signatures The Borrower COOL COMPANY LTD. By: Name: Title: The Owners XXXXX XXXX M2027 CORP. (to be renamed KOOL BEAR CORPORATION) By: Name: Title: KOOL CRYSTAL CORPORATION (formerly known as XXXXX XXXX M2022 CORP.) By: Name: Title: KOOL FROST CORPORATION (formerly known as GOLAR LNG NB12 CORPORATION) By: Name: Title:
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195 UK-#751511372-v3 KOOL GLACIER CORPORATION (formerly known as GOLAR LNG NB10 CORPORATION) By: Name: Title: KOOL BLIZZARD CORPORATION (formerly known as XXXXX XXXX M2047 CORP.) By: Name: Title: The Mandated Lead Arrangers ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title:
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196 UK-#751511372-v3 DNB (UK) LIMITED By: Name: Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Bookrunners ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title:
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197 UK-#751511372-v3 DNB (UK) LIMITED By: Name: Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Co-ordinators ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title:
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198 UK-#751511372-v3 DNB (UK) LIMITED By: Name: Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Sustainability Co-ordinators ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title:
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199 UK-#751511372-v3 DNB (UK) LIMITED By: Name: Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Agent NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Security Agent NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Lenders ABN AMRO BANK N.V., OSLO BRANCH By: Name: Title:
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200 UK-#751511372-v3 CITIBANK, N.A., JERSEY BRANCH By: Name: Title: DANSKE BANK, NORWEGIAN BRANCH By: Name: Title: DNB (UK) LIMITED By: Name: Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: The Hedging Providers ABN AMRO BANK N.V. By: Name: Title:
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201 UK-#751511372-v3 DANSKE BANK A/S By: Name: Title: DNB BANK ASA By: Name: Title: NORDEA BANK ABP By: Name: Title: CITIGROUP GLOBAL MARKETS LIMITED (pursuant to a Supplemental Letter Agreement dated 9 August 2022) By: Name: Title:
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The Mandated Lead Arrangers ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title: Xxx Xxxxxx Authorised Signatory Xxxxx Xxxxxx Authorised SignatoryTitle: Name: DNB (UK) LIMITED By: NORDEA BANKABP, FILIAL I NORGE By: Name: Title: 16 UK#751554386-v4
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The Bookrunners ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title: By: Name: Title: Xxxxx Xxxxxx Authorised Signatory Xxx Xxxxxx Authorised Signatory NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: UK-#751554386-v4 17
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The Co-ordinators ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title: DNB (UK) LIMITED By: Name:Xxxxx Xxxxxx Authorised Signatory Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: UK-#751554386-v4 Xxx Xxxxxx Authorised Signatory 18
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The Sustainability Co-ordinators ABN AMRO BANK N.V. By: Name: Title: CITIBANK, N.A., LONDON BRANCH By: Name: Title: DANSKE BANK A/S By: Name: Title: DNB (UK) LIMITED By: Name: Xxxxx Xxxxxx Title: Authorised Signatory NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: UK-#751554386-v4 Xxx Xxxxxx Authorised Signator 19
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The Lenders ABN AMRO BANK N.V., OSLO BRANCH By: Name: Title: CITIBANK, N.A., JERSEY BRANCH By: Name: Title: DANSKE BANK, NORWEGIAN BRANCH By: Name: Title: DNB (UK) LIMITED By: Name: Title: NORDEA BANK ABP, FILIAL I NORGE By: Name: Title: UK#751554386-v4 Xxx Xxxxxx Authorised Signatory 21
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The Hedging Providers ABN AMRO BANK N.V. By: Name: Title: DANSKE BANK A/S By: Name: Title: Xxx Xxxxxx Authorised Signatory Xxxxx X 'u amsay Authorised sg9natonyTitle: Name: DNB BANK ASA By: NORDEA BANK ABP By: Name: Title: CITIGROUP GLOBAL MARKETS LIMITED By: Name: Title: 22 UK-#751554386-v4
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