---

 

Clause		Page
1	DEFINITIONS AND INTERPRETATION	3
2	WAIVERS AND DEADLINES	4
3	AMENDMENT AND RESTATEMENT	5
4	REPRESENTATIONS	5
5	CONDITIONS SUBSEQUENT	5
6	GUARANTEE AND SECURITY CONFIRMATION	5
7	RELEASE	6
8	FINANCE DOCUMENT	6
9	DISCLOSURE	6
10	EXPENSES	6
11	COUNTERPARTS	7
12	GOVERNING LAW	7
13	JURISDICTION	7
14	SERVICE OF PROCESS	7
SCHEDULE 1
	CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT	8
SCHEDULE 2
	FORM OF EFFECTIVE DATE NOTICE	12
SCHEDULE 3
	AMENDED AND RESTATED FACILITIES AGREEMENT	13

(1)	BORR DRILLING LIMITED, of S.E. Pearman Building, 2nd Fl., 9 Par-la-Ville Road, Hamilton HM 11, Bermuda, with company registration number 51741, as borrower (the "Borrower");

(2)	THE COMPANIES listed in Part I of Schedule I of the Amended and Restated Facilities Agreement as original guarantors (the "Original Guarantors");

(3)	THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 of the Amended and Restated Facilities Agreement as original lenders (the "Original Lenders");

(4)	DANSKE BANK A/S and DNB BANK ASA, as coordinators (the "Coordinators");

(5)	DANSKE BANK A/S, DNB BANK ASA, and CITIGROUP GLOBAL MARKETS LIMITED as hedging banks (the "Hedging Banks");

(6)	DANSKE BANK A/S, DNB BANK ASA, and CITIGROUP GLOBAL MARKETS LIMITED as bookrunners and mandated lead arrangers (the "Arrangers");

(7)	DNB BANK ASA as original issuing bank (the "Original Issuing Bank"); and

(8)	DNB BANK ASA, Dronning Eufemias gate 30, 0191 Oslo, Norway, as facility agent (the "Agent").

1	DEFINITIONS AND INTERPRETATION

(a)	A term defined in the Amended and Restated Facilities Agreement has the same meaning in this Agreement, unless expressly defined herein or otherwise required by the context.

(b)	In this Agreement:

(i)

the later to occur of (A) the date on which the Agent notifies the Borrower in writing (in substantially the same form as the Effective Date Notice) that it has received all the documents and other evidence set out in Part III of Schedule 1 in a form and substance satisfactory to it (acting reasonably) or (B) the date of which the "Conditions Subsequent Effective Date" (as defined in the Back Stop Facility Amendment and Restatement Agreement) occurs in respect of the Back Stop Facility; or

(ii)

such other date as informed in writing by the Agent to the Borrower.

(i)

the later to occur of (A) date on which the Agent notifies the Borrower in writing (in substantially the same form as the Effective Date Notice) that it has received all the documents and other evidence set out in Part I of Schedule 1 in a form and substance satisfactory to it (acting reasonably); or (B) the date of which the "Documentation Effective Date" (as defined in the Back Stop Facility Amendment and Restatement Agreement) occurs in respect of the Back Stop Facility; or

(ii)

such earlier date as informed in writing by the Agent to the Borrower.

(i)

the date on which the Agent notifies the Borrower in writing (in substantially the same form as the Effective Date Notice) that it has received all the documents and other evidence set out in Part II of Schedule 1 in a form and substance satisfactory to it (acting reasonably); or (B) the date of which the "Effective Date" (as defined in the Back Stop Facility Amendment and Restatement Agreement) occurs in respect of the Back Stop Facility; or

(ii)

such earlier date as informed in writing by the Agent to the Borrower.

(c)	The provisions of Clause 1.2 (Construction) of the Amended and Restated Facilities Agreement apply to this Agreement as though they were set out herein in their entirety, except that references to the Amended and Restated Facilities Agreement shall be construed as references to this Agreement.

2	WAIVERS AND DEADLINES

(a)

Paragraph (iv) of the definition of “Outside Date” as set forth in the Waiver Letter shall be extended to the earlier to occur of (i) the Effective Date; and (ii) the earlier of (A) 16:00 (CEST) on the date falling one Business Day after the "Escrow Release Deadline" as set forth in the Waiver Letter and (B) 16:00 (CEST) on 9 June 2020, or such later time and date as the Agent (on behalf of the Majority Lenders) may agree.

(b)

The other provisions of the Waiver Letter shall remain in full force and effect and as though they were set out herein in their entirety until the earlier of (i) the Effective Date; and (ii) the earlier of (A) 16:00 (CEST) on the date falling one Business Day after the "Escrow Release Deadline" as set forth in the Waiver Letter and (B) 16:00 (CEST) on 9 June 2020, or such later time and date as the Agent (on behalf of the Majority Lenders) may agree.

(c)	If the Effective Date has not occurred on or before 16:00 (CEST) on 9 June 2020, or such later time and date as the Agent (on behalf of the Majority Lenders) may agree, the amendment and restatement of the Original Facilities Agreement contemplated by this Agreement shall not take effect.

(d)	From the Effective Date the Lenders grant a permanent waiver in respect of:

(i)

any Default or Event of Default that would exist on the expiry of the Extended Waiver Period (as defined in the Waiver Letter) in respect of the waivers granted pursuant to paragraphs 3 (a), (b) and (c) of the Waiver Letter provided only, that each applicable Other Counterparty (as defined in the Waiver Letter) has provided a permanent waiver on substantially the same terms; and

(ii)

the Event of Default referred to in the Waiver Letter in respect of the payment of the Bond Interest Instalment (as defined in the Waiver Letter).

3	AMENDMENT AND RESTATEMENT

4	REPRESENTATIONS

5	CONDITIONS SUBSEQUENT

(a)

Each Obligor shall use its best commercial endeavours to ensure that the Conditions Subsequent Effective Date shall occur no later than the Effective Date and, in any event, shall procure that the Conditions Subsequent Effective Date occurs no later than 23:59 (CEST) on 12 June 2020 (or, in each case, such later time and date as the Agent (on behalf of the Majority Lenders) may agree (such time and date, the "Conditions Subsequent Deadline").

(b)	If the Conditions Subsequent Effective Date has not occurred by the Conditions Subsequent Deadline then an immediate Event of Default shall be deemed to occur under the Amended and Restated Facilities Agreement.

6	GUARANTEE AND SECURITY CONFIRMATION

(a)

approves and agrees to:

(i)

the amendment and restatement of the Original Facilities Agreement; and

(ii)

the amendment of the relevant Security Documents contemplated by Part III of Schedule 1,

(b)

confirms and undertakes that:

(i)

all its obligations and liabilities as a Guarantor under the Original Facilities Agreement (and with effect from and including the Effective Date, the Amended and Restated Facilities Agreement); and

(ii)

the Security created or purporting to be created by it under any Security Document,

7

RELEASE

8	FINANCE DOCUMENT

9	DISCLOSURE

10

EXPENSES

(a)

the negotiation, execution, delivery and (if applicable) registration of; and

(b)

any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested or made by or on behalf of any Obligor in relation to,

11	COUNTERPARTS

12	GOVERNING LAW

13	JURISDICTION

(a)

The courts of Norway, with the Oslo district court as the court of first instance, have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement (a "Dispute").

(b)

This Clause 13 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

14	SERVICE OF PROCESS

(a)

irrevocably appoints Borr Drilling Management AS as its agent for service of process in relation to any proceedings before the Norwegian courts in connection with any Finance Document; and

(b)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

1.	In respect of each Obligor, copies of:

(i)

a certificate of an authorised signatory of each Obligor:

(A)

certifying that each of its memorandum and articles of association (or other organisational documents), certificate of incorporation (or equivalent, and including any certificates of incorporation on change of name), and if applicable, its register of members, register of directors and officers and register of mortgages and charges provided in connection with the fourth supplemental agreement to the Original Facilities Agreement dated 23 December 2019 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than Documentation Effective Date or, where any such document has been amended or superseded, attaching the up-to- date document and confirming that it has not been amended or superseded confirming that this is correct, complete, up-to-date and in full force and effect;

(B)

in the case of any Cayman Islands Obligor, attaching a certificate of good standing issued by the Registrar of Companies of the Cayman Islands dated no earlier than 30 days prior to the date of this Agreement;

(C)

stating its directors and officers (or attaching its register of directors and officers);

(D)

(other than for the Borrower) stating its shareholders (or attaching its register of members);

(E)

attaching copies of the documents listed at paragraphs (i), (ii), (iii) (if applicable and in respect of any applicable register of mortgages and charges, updated to include particulars of any applicable Security Document), confirming that such documents have not been amended or revoked and remain in full force and effect at the date of the certificate;

(F)

stating that no licences, authorisations, approvals or consents are required in connection with the execution, delivery, performance or validity of the Finance Documents to which it is a party; and

(G)

confirming that securing/guaranteeing of the Loans would not cause any borrowing, guarantee, security or similar limit binding on that Obligor to be exceeded.

(ii)

the resolutions duly passed by the board of directors, and to the extent required by applicable law, the shareholder of that Obligor evidencing the approval of the terms of and the transactions contemplated by the Finance Documents to which it is a party and authorising to execute, deliver and perform this Agreement and the other Finance Documents to which it is a party;

(iii)

if not included in the resolutions referred to in paragraph (ii) above (and to the extent applicable), a power of attorney to its representatives for the execution and registration of this Agreement and the other Finance Documents to which it is a party;

(iv)

if applicable, the resolutions duly passed by the Borrower, or relevant intermediate holding company as sole shareholder of each of the Guarantors amending the memorandum and articles of association of the relevant Guarantor amending the transfer, forfeiture and lien provisions on a form and substance satisfactory to the Agent (on behalf of the Finance Parties);

(v)

such other documents and evidence as the Agent (or any Lender through the Agent) shall from time to time require, based on law and regulations applicable from time to time and the Lenders’ own internal guidelines applicable from time to time to identify the Obligor and any other identification or similar document any Lender may reasonably require in order to satisfy any “know your customer” requirements applicable to such Lender;

(vi)

a specimen of the signature of each person authorised by the resolutions referred to in paragraph (v) above who will sign Finance Documents;

2.	This Agreement, duly signed by all Parties.

3.

Evidence that the transactions contemplated by each of the term sheets from each respective other stakeholder appended to the Term Sheet at schedule 2 have been implemented and are effective subject only to the occurrence of the Documentation Effective Date, the Equity Raise and (if applicable) the payment of the relevant deferred amounts referred to in paragraph 4(a) of the Waiver Letter.

4.	Evidence that all fees, costs and expenses due and payable under the Original Facilities Agreement, the Waiver Letter and/or this Agreement on or before the Effective Date have been paid or will be paid on or before the Effective Date.

5.	Where requested, legal opinion certificates in form and substance satisfactory to the Agent’s lawyers in connection with the legal opinions referred to in paragraph 7 below.

6.

A registered agent's certificate in form and substance satisfactory to the Agent’s lawyers in the British Virgin Islands, issued by the registered agent of an Obligor incorporated in the British Virgin Islands (attaching to it certified copies of such Obligor's register of members, director and charges), dated no earlier than 30 days prior to the date of the legal opinion of Ogier to be issued as a condition precedent pursuant to paragraph 7 below.

7.	Favourable legal opinions in form and substance satisfactory to the Agent from lawyers appointed by the Agent on matters concerning all Relevant Jurisdictions.

8.

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.

1.	Evidence that the Documentation Effective Date has occurred.

2.	Evidence that the Equity Release has occurred.

3.	Evidence of payment of all Deferred Payments (as defined in the Waiver Letter) and any other overdue amounts under the Original Facilities Agreement.

1.

In respect of each Obligor a certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in Schedule 1, Part I, item 1 of the Agreement is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the Conditions Subsequent Effective Date.

2.	In respect of each Rig an amendment to the Mortgage in respect of that Rig duly executed by the applicable Rig Owner and registered in the applicable Ship Registry.

3.	Where requested, legal opinion certificates in form and substance satisfactory to the Agent's lawyers in connection with the legal opinions referred to in paragraph 5 below.

4.

A registered agent's certificate in form and substance satisfactory to the Agent’s lawyers in the British Virgin Islands, issued by the registered agent of an Obligor incorporated in the British Virgin Islands (attaching to it certified copies of such Obligor's register of members, director and charges), dated no earlier than 30 days prior to the date of the legal opinion of Ogier to be issued as a condition precedent pursuant to paragraph 5 below.

5.	Favourable legal opinions in form and substance satisfactory to the Agent from lawyers appointed by the Agent on matters concerning all Relevant Jurisdictions.

6.

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.

7.

Evidence that all fees, costs and expenses due and payable under under the Original Facilities Agreement, the Waiver Letter, the Amended and Restated Facilities Agreement and/or this Agreement on or before the Conditions Subsequent Effective Date have been paid or will be paid on or before the Conditions Subsequent Effective Date.

1	INTERPRETATION	4
2	THE FACILITIES	30
3	PURPOSE AND APPLICATION	31
4	CONDITIONS OF UTILISATION	31
5	UTILISATION – LOANS	32
6	UTILISATION – TRADE FINANCE INSTRUMENTS	34
7	TRADE FINANCE INSTRUMENTS	38
8	REPAYMENT	40
9	PREPAYMENT AND CANCELLATION	42
10	ESTABLISHMENT OF THE INCREMENTAL AMOUNT	46
11	INTEREST	50
12	INTEREST PERIODS	51
13	CHANGES TO THE CALCULATION OF INTEREST	52
14	FEES	54
15	TAX GROSS UP AND INDEMNITIES	55
16	INCREASED COSTS	59
17	OTHER INDEMNITIES	61
18	MITIGATION BY THE LENDERS	62
19	COSTS AND EXPENSES	63
20	SECURITY	64
21	GUARANTEE AND INDEMNITY	65
22	REPRESENTATIONS AND WARRANTIES	70
23	INFORMATION UNDERTAKINGS	77
24	FINANCIAL COVENANTS	81
25	GENERAL UNDERTAKINGS	84
26	RIG UNDERTAKINGS	95
27	EVENTS OF DEFAULT	101
28	CHANGES TO THE LENDERS	105
29	CHANGES TO THE OBLIGORS	109
30	THE ROLE OF THE AGENT, THE ARRANGERS, THE COORDINATORS, THE ISSUING BANK AND THE REFERENCE BANKS	111
31	CONDUCT  OF  BUSINESS  BY  THE  FINANCE  PARTIES  AND  HEDGING BANKS	120
32	SHARING AMONG THE FINANCE PARTIES	121

33	PAYMENT MECHANICS	122
34	SET-OFF	125
35	SUBORDINATION OF INTRA-OBLIGOR LIABILITIES	125
36	NOTICES	126
37	CALCULATIONS AND CERTIFICATES	128
38	PARTIAL INVALIDITY	129
39	REMEDIES AND WAIVERS	129
40	AMENDMENTS AND WAIVERS	129
41	DISCLOSURE OF INFORMATION AND CONFIDENTIALITY	131
42	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK  QUOTATIONS	134
43	ARTICLE 55 OF DIRECTIVE 2014/59/EU – BAIL-IN ACTION	136
44	COUNTERPARTS	138
45	GOVERNING LAW	138
46	CONFLICT	138
47	ENFORCEMENT	138
SCHEDULE 1 THE ORIGINAL PARTIES		139
SCHEDULE 2		141
SCHEDULE 3 REQUESTS AND NOTICES		142
SCHEDULE 4 FORM OF TRANSFER CERTIFICATE		144
SCHEDULE 5 FORM OF COMPLIANCE CERTIFICATE		146
SCHEDULE 6 EXISTING RIGS		150
SCHEDULE 7 FORM OF INCREMENTAL NOTICE		151

(1)	BORR DRILLING LIMITED, of S.E. Pearman Building, 2nd Fl., 9 Par-la-Ville Road, Hamilton HM 11, Bermuda, with company registration number 51741, as borrower (the "Borrower");

(2)	THE COMPANIES listed in Part I of Schedule I as original guarantors (the "Original Guarantors");

(3)	THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as original lenders (the "Original Lenders");

(4)	DANSKE BANK A/S and DNB BANK ASA, as coordinators (the "Coordinators");

(5)	DANSKE BANK A/S, DNB BANK ASA, and CITIGROUP GLOBAL MARKETS LIMITED as hedging banks (the "Hedging Banks");

(6)	DANSKE BANK A/S, DNB BANK ASA, and CITIGROUP GLOBAL MARKETS LIMITED as bookrunners and mandated lead arrangers (the "Arrangers");

(7)	DNB BANK ASA as original issuing bank (the "Original Issuing Bank"); and

(8)	DNB BANK ASA, Dronning Eufemias gate 30, 0191 Oslo, Norway, as facility agent (the "Agent").

1	INTERPRETATION

1.1	Definitions

(a)

the Agent's spot rate of exchange; or

(b)

(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

(a)

a first priority assignment of a Rig Owner or Intra-Group Charterer's claims, rights, title and interest to any Qualifying Employment Contract;

(b)

a first priority assignment of the Earnings;

(c)

a first priority assignment of the Insurances;

(d)

a first priority assignment of any monetary claims in respect of any Hedging Agreements (if applicable); and

(e)

a first priority assignment of Intra-Group Loans (if applicable),

(a)

in relation to Facility A:

(i)

prior to the occurrence of any Establishment Date, the period from and including the date of the Original Agreement to and including 31 August 2019; and

(ii)

following the occurrence of any Establishment Date, and in respect of any amount by which Facility A is increased in accordance with Clause 10 (Establishment of the Incremental Amount) only, the period from and including the Establishment Date thereof to and including 30 March 2021;

(b)

in relation the Trade Finance Facility the period from and including the date of the Original Agreement to and including the date falling one (1) month prior to the Termination Date;

(c)

in relation to the Revolving Facility, in respect of the:

(i)

Revolving Facility Available Tranche Commitments, the period from the date of this Agreement to and including the date falling one (1) month prior to the Termination Date;

(ii)

Revolving Facility Discretionary Tranche Commitments, the period from the Effective Date to and including the date falling one (1) month prior to the Termination Date; and

(iii)

Revolving Facility Incremental Tranche Commitments the period from and including the Establishment Date thereof to and including the date falling one (1) month prior to the Termination Date.

(a)

the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(a)

if any person or group of persons acting in concert owns more than 1/3 of the total amount of shares or are able to vote for more than 1/3 of the voting shares in the Borrower, other than Tor Olav Trøim and a person or group of persons collaborating or acting in concert with Tor Olav Trøim; and/or

(b)

Tor Olav Trøim ceases to own (directly or indirectly) at least 30,000,000 ordinary shares in the Borrower, as adjusted to 6,000,000 shares following completion of the reverse share split announced by the Borrower on 21 June 2019, and as further adjusted in the event of a future split or reverse split of the shares in the Borrower; and/or

(c)

Tor Olav Trøim ceases to be a member of the board of directors of the Borrower; and/or

(d)

the Borrower ceases to directly own 100 per cent. of the Permitted Holdco.

(a)

any Obligor or any of its respective advisers or Affiliates; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Obligor or any of its respective advisers or Affiliates,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party or any of its Affiliates of Clause 41 (Disclosure of information and confidentiality) (for the avoidance of doubt, the disclosure of information by any Obligor or any of its respective advisers or Affiliates to any of its other creditors will not cause such information to become public information); or

(B)

is identified in writing at the time of delivery as non-confidential by any Obligor or any of its respective advisers or Affiliates; 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 Party is aware, unconnected with the Obligors 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.

(ii)

any Reference Bank Rate.

(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 a 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,

(a)

all freight, hire and passage moneys payable to an Obligor as a consequence of the operation of the Rig;

(b)

any claim under any guarantee in respect of any charterparty, pool agreement or other contract of employment entered into by an Obligor in respect of the Rig or otherwise related to freight, hire or passage moneys payable to an Obligor as a consequence of the operation of the Rig;

(c)

compensation payable to an Obligor in the event of any requisition of the Rig or for the use of the Rig by any government authority or other competent authority;

(d)

remuneration for salvage, towage and other services performed by the Rig and payable to an Obligor;

(e)

demurrage and retention money receivable by an Obligor in relation to the Rig;

(f)

all moneys which are at any time payable under the insurances in respect of loss of Earnings;

(g)

if and whenever the Rig is employed on terms whereby any moneys falling within (a) to (e) above 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 the Rig; and

(h)

any other money whatsoever due or to become due to an Obligor from third parties in relation to the Rig.

(a)

the pollution or protection of the environment;

(b)

the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material;

(c)

the labour or health and safety conditions of the workplace, including employee relations;

(d)

the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the environment, including, without limitation, any waste; or

(e)

operations in environmentally or socially sensitive areas, including but not limited to, National Parks and other protected areas identified by national or international law, sensitive locations or critical habitats of international, national or regional importance, such as the arctic, wetlands, forests or other areas with high biodiversity value, sites that are critical for rare, vulnerable, migratory or endangered species (as defined by the IUCN Red List of Threatened Animals), areas of archaeological or cultural significance, areas of importance for indigenous peoples or other vulnerable groups, and areas, which affected, would have significant impacts on livelihoods, or other fundamental human rights.

(a)

the proposed Establishment Date specified in the Incremental Notice; and

(b)

the date on which the Agent executes the Incremental Notice.

(i)

prior to any Establishment Date, in relation to an Original Lender the amount set opposite its name under the heading "Facility A Commitment" in Schedule 1, Part II (Lenders and Commitments) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(ii)

after the Establishment Date (if any), in relation to an Original Lender or a Lender (including an Incremental Lender) the amount set opposite its name under the heading "Facility A Commitment" in the Incremental Notice and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Facility A Commitment transferred to it under this Agreement,

(a)

the office or offices notified by a Lender or the Issuing Bank to the Agent in writing on or before the date it becomes a Lender or the Issuing Bank (or, following that date, by not less than five (5) Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; or

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law, 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.

(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 paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Approved Accounting Principles, be treated as a balance sheet liability (other than in respect of any lease or hire purchase contract which would, in accordance with the Approved Accounting Principles in force prior to 31 December 2018 have been treated as an operating lease);

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non- recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

(a)

the Original Issuing Bank; and

(b)

any Lender or an Affiliate of a Lender which has become a Party as an "Issuing Bank" pursuant to Clause 6.9 (Appointment of Additional Issuing Banks),

(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 any applicable law and defences of set-off or counterclaim;

(c)

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d)

any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions delivered pursuant to Clause 4.1 (Initial conditions precedent).

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 28 (Changes to the Lenders),

(d)

subject to the Legal Reservations, the right or remedy of a Finance Party or a Hedging Bank in respect of a Finance Document or a Hedging Agreement.

(a)

unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect of that Rig for an amount not exceeding USD 5,000,000 or the equivalent in any other currency;

(b)

any lien on that Rig for master's, officer's or crew's wages outstanding in the ordinary course of its trading and in accordance with usual maritime practice;

(c)

liens for salvage; or

(d)

any other lien arising by operation of law in the ordinary course of trading (and not as a result of any default or omission by any Obligor).

(a)

established in Bermuda, the Cayman Islands or such other jurisdiction as may be approved by the Lenders prior to such establishment in writing (in their sole discretion);

(b)

established as a direct Subsidiary of the Borrower;

(c)

holding 100 per cent. of the shares in each of all of the Borrower's direct Subsidiaries immediately prior to the establishment of such Permitted HoldCo;

(a)

confirmations (as determined to be satisfactory in the sole discretion of each of the Lenders) in respect of the continuation of the effectiveness and validity of the Finance Documents, any Transaction Security and any guarantee in respect of the obligations of the Obligors under any of the Finance Documents following the reorganisation necessary to implement the Permitted Holdco, from the Obligors and/or from legal counsel (acceptable to the Agent) in all relevant jurisdictions;

(b)

satisfactory hive-down documentation (as determined to be satisfactory in the sole discretion of each of the Lenders) in respect of the introduction of the Permitted HoldCo as an intermediate holding company within the Group;

(c)

such amendments as Lenders may require (in their sole discretion) to this Agreement in order to enable one or more of the Guarantors to become co-borrowers under this Agreement or otherwise enable them to repay Loans, subject to the Parties' reasonable agreement on structuring in light of relevant legal and regulatory considerations;

(d)

customary conditions precedents including, without limitation, satisfactory capacity and enforceability legal opinions; and

(e)

evidence that the facility agent under the Back Stop Facility has received documentation equivalent to that described in paragraphs (a) through (d) above (subject to, in the case of paragraph (a) above, substituting reference to the “Lenders”, the “Finance Documents”, the “Transaction Security” and the “Obligors” for the lenders, the finance documents, the transaction security and the obligors under the Back Stop Facility and, in the case of paragraph (c) above, substituting reference to the “Lenders”, the “Guarantors”, this “Agreement” and the “Parties” for the lenders, the guarantors, the Back Stop Facility and the parties under the Back Stop Facility) in each case in form and substance satisfactory to it (in its sole discretion).

(a)

if:

(i)

the Reference Bank is a contributor to the Screen Rate; and

(ii)

it consists of a single figure,

(b)

in any other case, the rate at which the relevant Reference Bank could fund itself in USD for the relevant period with reference to the unsecured wholesale funding market.

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

(a)

each member of the Group; and

(b)

each of its directors, officers, employees, agents and representatives.

(a)

formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)

any Relevant Nominating Body,

(b)

in the opinion of all of the Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

(c)

in the opinion of all the Lenders and the Borrower, an appropriate successor to a Screen Rate.

(a)

with, in aggregate, an equal or greater Market Value than the relevant Rig(s) to be replaced;

(b)

built in the same year or after the Rigs(s) to be replaced;

(c)

that is/are classed with an Approved Classification Society and registered with an Approved Ship Register;

(d)

that is otherwise acceptable to the Lenders (acting reasonably); and

(e)

that has become a "Replacement Rig" pursuant to Clause 29.5 (Replacement Rigs)

(a)

that is listed on any Sanctions List or targeted by Sanctions (whether designated by name or by reason of being included in a class of person); or

(b)

that is located, organised or resident in or incorporated under the laws of any country or territory that is, or whose government is, the target of Sanctions broadly prohibiting dealings with such government, country, or territory (including, without limitation, at the date of the Original Agreement, Crimea/Sevastopol, Cuba, Iran, North Korea, Syria and Sudan);

(c)

that is directly or indirectly owned or controlled by, or acting on behalf, at the direction or for the benefit of, a person referred to in (a) and/or (to the extent relevant under Sanctions) (b) above;

(d)

with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions; or

(e)

that is otherwise a subject or a target of Sanctions.

(i)

prior to any Establishment Date, in relation to an Original Lender the amount set opposite its name under the sub- heading "Available" under the heading "Revolving Facility Commitment" in Schedule 1, Part II (Lenders and Commitments) and the amount of any other Revolving Facility Available Tranche Commitment transferred to it under this Agreement;

(i)

after the Establishment Date (if any), in relation to an Original Lender or a Lender (including an Incremental Lender) the amount set opposite its name under the sub- heading "Available" under the heading "Revolving Facility Commitment" in the Incremental Notice and the amount of any other Revolving Facility Available Tranche Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Revolving Facility Available Tranche Commitment transferred to it under this Agreement,

(i)

prior to any Establishment Date, in relation to an Original Lender the amount set opposite its name under the sub- heading "Discretionary" under the heading "Revolving Facility Commitment" in Schedule 1, Part II (Lenders and Commitments) and the amount of any other Revolving Facility Discretionary Tranche Commitment transferred to it under this Agreement;

(ii)

after the Establishment Date (if any), in relation to an Original Lender or a Lender (including an Incremental Lender) the amount set opposite its name under the sub- heading "Discretionary" under the heading "Revolving Facility Commitment" in the Incremental Notice and the amount of any other Revolving Facility Discretionary Tranche Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Revolving Facility Discretionary Tranche Commitment transferred to it under this Agreement,

(i)

prior to any Establishment Date, in relation to an Original Lender the amount set opposite its name under the sub- heading "Incremental" under the heading "Revolving Facility Commitment" in Schedule 1, Part II (Lenders and Commitments) and the amount of any other Revolving Facility Incremental Tranche Commitment transferred to it under this Agreement;

(ii)

after the Establishment Date (if any), in relation to an Original Lender or a Lender (including an Incremental Lender) the amount set opposite its name under the sub- heading "Incremental" under the heading " Revolving Facility Commitment" in the Incremental Notice and the amount of any other Revolving Facility Incremental Tranche Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Revolving Facility Incremental Tranche Commitment transferred to it under this Agreement,

(A)

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

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 that Screen Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(c)

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of all the Lenders and the Borrower) temporary; or

(ii)

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 60 Business Days; or

(d)

in the opinion of all the Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

(a)

an actual, constructive, compromised, agreed, arranged or other total loss of the Rig;

(b)

any expropriation, confiscation, requisition or acquisition of the Rig, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority, excluding a requisition for hire for a fixed period against payment of market hire, not exceeding one year without any right to extension, or any arrest, piracy or hijacking of the Rig, unless the Rig is released and restored to the Rig Owner from such piracy, hijacking, arrest, expropriation, confiscation, requisition or acquisition within three (3) months after the occurrence thereof; and

(c)

any condemnation of the Rig by any tribunal or by any person or persons claiming to be a tribunal.

(a)

in the case of an actual loss of the Rig, the date on which it occurred or, if that is unknown, the date when the Rig was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Rig, the earlier of (A) the date on which a notice of the abandonment is given to the insurers; and (B) the date of any compromise, arrangement or agreement made by or on behalf of a Rig Owner with the Rig's insurers in which the insurers agree to treat the Rig as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred.

(i)

prior to any Establishment Date, in relation to an Original Lender the amount set opposite its name under the heading "Trade Finance Facility Commitment" in Schedule 1, Part II (Lenders and Commitments) and the amount of any other Trade Finance Facility Commitment transferred to it under this Agreement;

(ii)

after the Establishment Date (if any), in relation to an Original Lender or a Lender (including an Incremental Lender) the amount set opposite its name under the heading "Trade Finance Facility Commitment" in the Incremental Notice and the amount of any other Trade Finance Facility Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Trade Finance Facility Commitment transferred to it under this Agreement,

(a)

a trade finance instrument, in a form requested by the Borrower and agreed by the Agent and the Issuing Bank; or

(b)

any guarantee (bid bond, custom guarantee or performance guarantee), standby letter of credit, letter of credit, indemnity or other instrument in a form requested by the Borrower and agreed by the Agent and the Issuing Bank.

(a)

the proposed Transfer Date specified in the relevant Transfer Certificate; and

(b)

the date on which the Agent executes the relevant Transfer Certificate.

1.2	Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the "Agent", the "Borrower", any "Coordinator" any "Guarantor", any "Obligor", any "Finance Party", any "Arranger", any "Hedging Bank", the "Issuing Bank", any "Lender" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

"assets" includes present and future properties, revenues and rights of every description;

(iii)

a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or amended and restated from time to time;

(iv)

"guarantee" means (other than in Clause 21 (Guarantee and indemnity)) 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;

(v)

"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;

(vi)

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(vii)

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 of any regulatory, self-regulatory or other authority or organisation;

(viii)

the "Interest Period" of a Trade Finance Instrument shall be construed as a reference to the Term of that Trade Finance Instrument;

(ix)

a Lender's "participation" in relation to a Trade Finance Instrument shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Trade Finance Instrument;

(x)

a provision of law is a reference to that provision as amended or re-enacted;

(xi)

a time of day is a reference to Oslo time; and

(xii)

unless the context otherwise requires, words in the singular include plural and vice versa.

(b)

The Borrower providing "cash cover" for a Trade Finance Instrument means the Borrower paying an amount in the currency of the Trade Finance Instrument to an interest-bearing account in the name of the Borrower and the following conditions being met:

(i)

the account is with the Issuing Bank;

(ii)

until no amount is or may be outstanding under that Trade Finance Instrument, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Trade Finance Instrument; and

(iii)

the Borrower has executed a security document, in form and substance satisfactory to the Issuing Bank, creating a first ranking security interest over that account.

(c)

The Borrower "repaying" or "prepaying" a Trade Finance Instrument means:

(i)

the Borrower providing cash cover, or other alternative security acceptable to the Lenders, for that Trade Finance Instrument;

(ii)

the maximum amount payable under the Trade Finance Instrument being reduced or cancelled in accordance with its terms; or

(iii)

the Issuing Bank being satisfied that it has no further liability under that Trade Finance Instrument,

(d)

An amount borrowed includes any amount utilised by way of Trade Finance Instrument.

(e)

A Lender funding its participation in a Utilisation includes a Lender participating in a Trade Finance Instrument.

(f)

Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Trade Finance Instrument.

(g)

An outstanding amount of a Trade Finance Instrument at any time is the maximum amount that is or may be payable by the Borrower in respect of that Trade Finance Instrument at that time.

(h)

The Borrower's obligation on Utilisations becoming "due and payable" includes the Borrower repaying any Trade Finance Instrument in accordance with paragraph (c) above.

(i)

Clause and Schedule headings are for ease of reference only.

(j)

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.

(k)

A Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

(l)

"Incorporation" or "jurisdiction of incorporation" shall be construed where the context requires so as to include "registration" or "jurisdiction of registration" (by way of continuation or otherwise).

(m)

"Agent" shall be construed so as to include "Agent or any nominee or custodian appointed pursuant to Clause 30.19 (Custodians and nominees)" for the purposes of Clause 17.3 (Indemnity to the Agent), Clause 19 (Costs and Expenses), Clause 25.20 (Further assurance) and paragraph (a)(i) of Clause 33.5 (Partial payments).

2	THE FACILITIES

2.1	The Facilities

(a)

a secured term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b)

a secured trade finance facility in an aggregate amount equal to the Total Trade Finance Facility Commitments; and

(c)

a secured revolving credit facility in an aggregate amount equal to the Total Revolving Facility Commitments.

2.2	Incremental Amounts

2.3	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 shall be 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 a Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facilities 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.

3	PURPOSE AND APPLICATION

3.1

Purpose

(a)

The Borrower shall apply all amounts borrowed by it under the Trade Finance Facility to issue Trade Finance Instruments.

(b)

The Borrower shall apply any Incremental Amount borrowed by it under Facility A and, in respect of Revolving Facility Incremental Tranche Commitments, the Revolving Facility towards the repayment of the Financial Indebtedness outstanding under the Back Stop Facility in respect of the Incremental Rig.

(c)

The Borrower shall apply all amounts borrowed by it in relation to any Utilisation in respect of any Revolving Facility Discretionary Tranche Commitment for general corporate purposes of any Obligor and/or the Group.

3.2	Monitoring

4	CONDITIONS OF UTILISATION

4.1	Initial conditions precedent

(a)

The Lenders will not be obliged to comply with Clause 5.4 (Lender's Participation) in relation to any Utilisation in respect of any Revolving Incremental Loan or any Facility A Incremental Loan unless the Agent has received all of the Incremental Amount Conditions Precedent and Incremental Supplemental Security (unless provided in connection with any Establishment Date) in a form and substance satisfactory to the Agent.

(b)

The Lenders will not be obliged to comply with Clause 5.4 (Lender's Participation) in relation to any Utilisation in respect of any Revolving Facility Discretionary Tranche Commitment unless an All Lender Consent Date has occurred (and then only to the extent of any applicable All Lender Consent Amount).

4.2	Further conditions precedent

(a)

no Default or Event of Default is continuing or would result from the proposed Utilisation; and

(b)

the Repeating Representations to be made by each Obligor are true in all material respects.

4.3	Maximum number of Loans

(a)

more than five (5) Revolving Loans would be outstanding

(b)

more than ten (10) Trade Finance Instruments would be outstanding;

(c)

more than one (1) Facility A Loan would be outstanding; or

(d)

more than one (1) Facility A Incremental Loan would be outstanding.

4.4	Conditions relating to Optional Currencies

(a)

A currency will constitute an Optional Currency in relation to a Utilisation of a Trade Finance Instrument if:

(i)

it is readily available in the amount required and freely convertible into the Base Currency in the wholesale market for that currency on the Quotation Day and the Utilisation Date for that Utilisation; and

(ii)

it has been approved by the Agent (acting on the instructions of all Lenders who have provided Trade Finance Facility Commitments) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.

(b)

If the Agent has received a written request from the Borrower for a currency to be approved under paragraph (a)(ii) above, the Agent will confirm to the Borrower by 11:00 a.m. three (3) Business Days prior to the requested Utilisation Date:

(i)

whether or not the Lenders have granted their approval; and

(ii)

if approval has been granted, the minimum amount (and, if required, integral multiples) for any subsequent Utilisation of a Trade Finance Instrument in that currency.

5	UTILISATION – LOANS

5.1	Delivery of a Utilisation Request

5.2	Completion of a Utilisation Request

(a)

it identifies the Facility to be utilised;

(b)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(c)

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(d)

the proposed Interest Period complies with Clause 12 (Interest Periods); and

(e)

the Establishment Date for the Incremental Amount has occurred in respect of any Facility A or Revolving Incremental Loan requested in a Utilisation Request.

5.3	Currency and amount

(a)

The currency specified in a Utilisation Request must be USD.

(b)

The amount of any proposed Facility A Incremental Loan (which will be advanced in one lump sum) must not exceed the lower of:

(c)

The amount of the proposed Revolving Incremental Loan must not exceed the available Revolving Facility Incremental Tranche Commitments.

(d)

The amount of the proposed Revolving Incremental Loan must be an amount equal to no less than USD 5,000,000 or, if less, the available Revolving Facility Incremental Tranche Commitments.

(e)

The amount of the proposed Revolving Loan (in respect of the Revolving Facility Discretionary Tranche Commitments) must not exceed the Available Discretionary Tranche.

5.4	Lenders' participation

(a)

If the conditions set out in this Agreement have been met, the Lenders shall make their respective participation in each Loan available by the relevant Utilisation Date through their Facility Office.

(b)

The amount of each Lender's participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan and the amount of that participation to be made available in accordance with Clause 33.1 (Payments to the Agent), in each case by 11:00 a.m. on the date falling one (1) Business Day prior to the relevant Utilisation Date.

5.5	Cancellation of Commitment

(a)

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

(b)

If on the first proposed Utilisation Date under this Agreement, the aggregate of the Total Facility A Commitments and the Total Trade Finance Facility Commitments exceed 45.0 per cent. of the aggregate Market Value of the Existing Rigs, the amount of the excess shall reduce the Total Facility A Commitments and the Total Trade Finance Facility Commitments on a pro rata basis. Any cancellation under this paragraph (b) shall reduce the Commitments of the Lenders rateably.

(c)

If on the proposed Utilisation Date for a Facility Incremental A Loan, the aggregate of the Incremental Amount comprised of Total Facility A Commitments and the Incremental Amount comprised of Revolving Facility Incremental Tranche Commitments exceed 45.0 per cent. of the aggregate Market Value of the Incremental Rig, the amount of the excess shall reduce the Total Facility A Commitments and the Total Revolving Facility Commitments on a pro rata basis. Any cancellation under this paragraph (b) shall reduce the Commitments of the Lenders rateably.

5.6	Consolidation of loans

6	UTILISATION – TRADE FINANCE INSTRUMENTS

6.1	Trade Finance Facility

(a)

The Trade Finance Facility may only be utilised by way of Trade Finance Instruments.

(b)

Clause 5 (Utilisation - Loans) does not apply to Utilisations of the Trade Finance Facility.

(c)

In determining the amount of the Available Facility and a Lender's L/C Proportion of a proposed Trade Finance Instrument for the purposes of this Agreement the Available Commitment of a Lender will be calculated ignoring any cash cover provided for outstanding Trade Finance Instruments.

6.2	Delivery of a Utilisation Request for Trade Finance Instruments

(a)

The Borrower may request a Trade Finance Instrument to be issued on behalf of itself or any of its Subsidiaries by delivery to the Agent of a duly completed Utilisation Request not later than the 11:00 a.m. London time on the date falling three (3) Business Days prior to the relevant Utilisation Date.

(b)

The Issuing Bank may, in its sole discretion, decide whether or not to issue a Trade Finance Instrument requested by the Borrower.

6.3	Completion of a Utilisation Request for Trade Finance Instruments

(a)

it specifies that it is for a Trade Finance Instrument;

(b)

it identifies the Issuing Bank which has agreed to issue the Trade Finance Instrument;

(c)

the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Trade Finance Facility;

(d)

the currency and amount of the Trade Finance Instrument comply with Clause 6.4 (Currency and amount);

(e)

the form of Trade Finance Instrument is attached;

(f)

the Expiry Date of the Trade Finance Instrument falls on or before the Termination Date applicable to the Trade Finance Facility;

(g)

the delivery instructions for the Trade Finance Instrument are specified; and

(h)

the identity of the beneficiary of the Trade Finance Instrument is a beneficiary approved by the Issuing Bank.

6.4	Currency  and amount

(a)

The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.

(b)

Subject to paragraph (c) below, the amount of the proposed Trade Finance Instrument must be an amount whose Base Currency Amount is not more than the Available Facility and which is:

(i)

if the currency selected is the Base Currency, a minimum of USD 1,000,000 or, if less, the Available Facility; or

(ii)

if the currency selected is an Optional Currency, the minimum amount (and if required, integral multiple) specified by the Agent pursuant to paragraph (b)(ii) of Clause 4.4 (Conditions relating to Optional Currencies) or, if less, the Available Facility.

(c)

The maximum aggregate Base Currency Amount of all Trade Finance Instrument shall not exceed the Total Trade Finance Facility Commitments.

6.5	Issue of Trade Finance Instruments

(a)

If the conditions set out in this Agreement have been met, the Issuing Bank shall issue the Trade Finance Instrument on the Utilisation Date.

(b)

The Issuing Bank will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:

(i)

in the case of a Trade Finance Instrument to be renewed in accordance with Clause 6.6 (Renewal of a Trade Finance Instrument), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; and

(i)

the Repeating Representations to be made by each Obligor are true in all material respects.

(b)

The amount of each Lender's participation in each Trade Finance Instrument will be equal to its L/C Proportion.

(c)

The Agent shall determine the Base Currency Amount of each Trade Finance Instrument which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Trade Finance Instrument and its participation in that Trade Finance Instrument by 12:00 noon Oslo time on the date falling two (2) Business Days prior to the relevant Utilisation Date.

(d)

The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) above have been met. The Issuing Bank may assume that those conditions have been met unless it is expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Trade Finance Instrument based on such assumption.

(e)

The Issuing Bank is solely responsible for the form of the Trade Finance Instrument that it issues. The Agent has no duty to monitor the form of that document.

(f)

Subject to paragraph (i) of Clause 30.7 (Rights and discretions), each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Trade Finance Instrument and its issue.

(g)

The Issuing Bank may issue a Trade Finance Instrument in the form of a SWIFT message or other form of communication customary in the relevant market but has no obligation to issue that Trade Finance Instrument in any particular form of communication.

6.6	Renewal of a Trade Finance Instrument

(a)

The Borrower may request that any Trade Finance Instrument issued on behalf of the Borrower be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Trade Finance Instrument by the by 12:00 noon Oslo time on the date falling two (2) Business Days prior to the relevant Utilisation Date.

(b)

The Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Trade Finance Instrument except that the condition set out in paragraph (d) of Clause 6.3 (Completion of a Utilisation Request for Trade Finance Instruments) shall not apply.

(c)

The terms of each renewed Trade Finance Instrument shall be the same as those of the relevant Trade Finance Instrument immediately prior to its renewal, except that:

(i)

its amount may be less than the amount of the Trade Finance Instrument immediately prior to its renewal; and

(ii)

its Term shall start on the date which was the Expiry Date of the Trade Finance Instrument immediately prior to its renewal, and shall end on the proposed Expiry Date specified in the Renewal Request.

(d)

Subject to paragraph (e) below, if the conditions set out in this Agreement have been met, the Issuing Bank shall amend and re-issue any Trade Finance Instrument pursuant to a Renewal Request.

(e)

Where a new Trade Finance Instrument is to be issued to replace by way of renewal an existing Trade Finance Instrument, the Issuing Bank is not required to issue that new Trade Finance Instrument until the Trade Finance Instrument being replaced has been returned to the Issuing Bank or the Issuing Bank is satisfied either that it will be returned to it or otherwise that no liability can arise under it.

6.7	Revaluation of Trade Finance Instruments

(a)

If any Trade Finance Instruments are denominated in an Optional Currency, the Agent shall at three (3) monthly intervals after the date of the Original Agreement recalculate the Base Currency Amount of each Trade Finance Instrument by notionally converting into the Base Currency the outstanding amount of that Trade Finance Instrument on the basis of the Agent's Spot Rate of Exchange on the date of calculation.

(b)

The Borrower shall, if requested by the Agent within fourteen (14) days of any calculation under paragraph (a) above, ensure that within three (3) Business Days sufficient Trade Finance Instrument are prepaid to prevent the Base Currency Amount of the Trade Finance Instrument exceeding the Total Trade Finance Facility Commitments following any adjustment to a Base Currency Amount under paragraph (a) above.

6.8	Reduction or expiry of Trade Finance Instrument

6.9	Appointment of additional Issuing Banks

(a)

notifying the Agent and the Borrower that it has so agreed to be an Issuing Bank;

(b)

the Agent notifying the Borrower and that Lender or that Affiliate of a Lender that is has consented to that Lender or that Affiliate of a Lender becoming a Party as an "Issuing Bank", (such consent not to be unreasonably withheld); and

(c)

in the case of an Affiliate of a Lender only, the accession of that Affiliate of a Lender to this Agreement, by the entry into of an accession agreement, in form and substance satisfactory to the Agent, between the Agent and that Affiliate of a Lender.

7	TRADE FINANCE INSTRUMENTS

7.1	Immediately payable

7.2	Claims under a Trade Finance Instrument

(a)

The Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under a Trade Finance Instrument requested by it and which appears on its face to be in order (in this Clause 7, a "claim").

(b)

The Borrower shall immediately on demand pay to the Agent for the Issuing Bank an amount equal to the amount of any claim.

(c)

The Borrower acknowledges that the Issuing Bank:

(i)

is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii)

deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d)

The obligations of the Borrower under this Clause 7 will not be affected by:

(i)

the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii)

any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.3	Indemnities

(a)

The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Trade Finance Instrument requested by the Borrower.

(b)

Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Trade Finance Instrument (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).

(c)

The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Trade Finance Instrument.

(d)

The obligations of each Lender or the Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or the Borrower in respect of any Trade Finance Instrument, regardless of any intermediate payment or discharge in whole or in part.

(e)

If the Borrower has provided cash cover in respect of a Lender's participation in a Trade Finance Instrument, the Issuing Bank shall seek reimbursement from that cash cover before making a demand of that Lender under paragraph (b) above. Any recovery made by the Issuing Bank pursuant to that cash cover will reduce that Lender's liability under paragraph (b) above.

(f)

The obligations of any Lender or the Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:

(i)

any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Trade Finance Instrument or any other person;

(ii)

the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;

(iii)

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, any beneficiary under a Trade Finance Instrument 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;

(iv)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Trade Finance Instrument or any other person;

(v)

any amendment (however fundamental) or replacement of a Finance Document, any Trade Finance Instrument or any other document or security;

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Trade Finance Instrument or any other document or security; or

(vii)

any insolvency or similar proceedings.

7.4	Rights of contribution

8

REPAYMENT

8.1	Repayment of the Facility A Loan

(a)

prior to the Establishment Date by quarterly instalments  each  in  the  amount  of  USD 27,890,625 on each of 31 March 2022 and 30 June 2022; and

(b)

if applicable, after the Establishment Date, by quarterly instalments each in the amount of USD 29,696,970 on each of 31 March 2022 and 30 June 2022; and

8.2	Repayment of Revolving Loans

(a)

Each Revolving Loan shall be repaid on the last day of its Interest Period.

(b)

Without prejudice to the Borrower's obligations under paragraph (a) above, if:

(i)

one or more Revolving Loans are to be made available:

(A)

on the same day that a maturing Revolving Loan is due to be repaid; and

(B)

in whole or in part for the purpose of refinancing the maturing Revolving Loan; and

(ii)

the proportion borne by each Lender's participation in the maturing Revolving Loan to the amount of that maturing Revolving Loan is the same as the proportion borne by that Lender's participation in the new Loans to the aggregate amount of those new Revolving Loans,

(i)

if the amount of the maturing Revolving Loan exceeds the aggregate amount of the new Revolving Loans:

(A)

the Borrower will only be required to make a payment under Clause 33.1 (Payments to the Agent) in an amount equal to that excess; and

(B)

each Lender's participation in the new Revolving Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Revolving Loan and that Lender will not be required to make a payment under Clause 33.1 (Payments to the Agent) in respect of its participation in the new Revolving Loans; and

(ii)

if the amount of the maturing Revolving Loan is equal to or less than the aggregate amount of the new Revolving Loans:

(A)

the Borrower will not be required to make a payment under Clause 33.1 (Payments to the Agent); and

(B)

each Lender will be required to make a payment under Clause 33.1 (Payments to the Agent) in respect of its participation in the new Revolving Loans only to the extent that its participation in the new Revolving Loans exceeds that Lender's participation in the maturing Revolving Loan and the remainder of that Lender's participation in the new Revolving Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Revolving Loan.

(c)

If the Borrower has not delivered a Utilisation Request in respect of a maturing Revolving Loan in accordance with Clause 5.1 (Delivery of a Utilisation Request), the maturing Revolving Loan shall, subject to the other provisions of this Agreement, be automatically rolled over with an Interest Period of three (3) months provided that the conditions set out in Clause 4.2 (Further conditions precedent) are fulfilled.

8.3	Termination Date

(a)

On the Termination Date, the Borrower shall pay to the Finance Parties all amounts then outstanding and owing by it to the Finance Parties under the Finance Documents together with any other amount outstanding and owed by any Obligor to any Finance Party under any Finance Document.

(b)

The Borrower shall (and shall, if relevant, ensure that its Subsidiaries shall) procure that the Issuing Bank is released from its obligations under any Trade Finance Instruments outstanding on the Termination Date. Any Trade Finance Instruments which have not expired on or before the Termination Date shall be repaid on the Termination Date.

8.4	Reduction of Revolving Facility Commitments

(a)

prior to the Establishment Date (if any) in quarterly reductions each in the amount of USD 2,734,375 on each of 31 March 2022 and 30 June 2022; and

(b)

after the Establishment Date (if any) in quarterly reductions each in the amount of USD 5,303,030 on each of 31 March 2022 and 30 June 2022

9	PREPAYMENT AND CANCELLATION

9.1	Mandatory Prepayment - Illegality

(a)

that Lender shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and

(c)

the Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for each Loan or Trade Finance Instrument occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than one (1) month after the Agent's notice to the Borrower).

9.2	Illegality in relation to the Issuing Bank

(a)

the Issuing Bank shall promptly notify the Agent upon becoming aware of that event;

(b)

upon the Agent notifying the Borrower, the Issuing Bank shall not be obliged to issue any Trade Finance Instrument;

(c)

the Borrower shall use its reasonable endeavours to procure the release of each Trade Finance Instrument issued by the Issuing Bank and outstanding at such time on or before the date specified by the Issuing Bank in the notice delivered to the Agent (being no earlier than one (1) month after the Agent's notice to the Borrower) (failing which each Trade Finance Instrument shall be prepaid on or before such date); and

(d)

unless there is more than one Issuing Bank, the Trade Finance Facility shall cease to be available for the issue of Trade Finance Instruments and the Total Trade Finance Facility Commitments shall be cancelled in full on the date on which each Trade Finance Instrument has been prepaid in full.

9.3	Mandatory prepayment - Change of Control

(a)

the relevant Obligor shall promptly notify the Agent upon becoming aware of that event;

(b)

a Lender shall not be obliged to fund a Utilisation; and

(c)

if a Lender so requires and notifies the Agent within 10 Business Days of the Borrower notifying the Agent of the event, the Agent shall, by not less than 10 Business Days' notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

9.4	Mandatory prepayment – Sanctions

(a)

the Borrower shall promptly notify the Agent thereof; and

(b)

upon receipt of such notice, each Lender shall have the right to cancel its Commitments and demand the Borrower repay any Loans owing by it together with accrued interest, and all other amounts accrued under the Finance Documents on the date specified by the Agent in the notice delivered to the Borrower, such date should not to be less than three (3) Business Days’ after the Agent’s notice to the Borrower, but not later than on the date required by the relevant Sanctions, if applicable.

9.5	Mandatory prepayment – sale or Total Loss - replacement

(a)

If a Rig (or the Rig Owner) is sold, transferred or otherwise disposed of in whole or in part, or a Rig becomes a Total Loss, then the Facilities shall, unless such Rig is to be replaced by a Replacement Rig in accordance with Clause 29.5 (Replacement Rigs), be prepaid by an amount equal to the Market Value of the Rig which is sold or lost (or if a Rig Owner is sold, the Market Value of the Rig owned by that Rig Owner), divided by the aggregate Market Value of all Rigs (based on valuations no older than thirty (30) days), multiplied by the amount of the Facilities.

(b)

Such:

(i)

prepayment and cancellation shall be made:

(A)

in the case of a sale, transfer or other disposal of a Rig (or a Rig Owner owning a Rig), on or before the date on which the sale, transfer or other disposal is completed by delivery of the Rig (or shares in the Rig Owner owning the Rig); or

(B)

in the case of a Total Loss, on the earlier of (A) the date falling one hundred and eighty (180) days after the Total Loss Date, and (B) the date of receipt by the Agent of the proceeds of insurance or requisition for title relating to such Total Loss; and

(ii)

replacement shall be made within 90 days of:

(A)

in the case of a sale, transfer or other disposal of a Rig (or a Rig Owner owning a Rig), of the date on which the sale, transfer or other disposal is completed by delivery of the Rig (or shares in the Rig Owner owning the Rig); or

(B)

in the case of a Total Loss, the Total Loss Date.

(c)

Any prepayment under this Clause 9.5 shall be applied as follows to reduce all of the Total Commitments on a pro rata basis in the proportion of each Lender's Commitment thereunder,

(i)

with respect to the Total Facility A, the amounts shall always be applied in accordance with Clause 9.9 (j) hereunder; and

(ii)

with respect to the Total Revolving Facility Commitments and the Total Trade Finance Facility Commitments, at the Borrower's option, (i) the Available Commitments thereunder shall be cancelled by the same amount prepaid in respect of each of the Revolving Facility and the Trade Finance Facility with the Commitments of the Lenders being rateably reduced under each applicable Facility, or (ii) the amounts shall be applied towards repayment and cancellation of outstanding Loans and Trade Finance Instruments under the Revolving Facility and the Trade Finance Facility.

(d)

Following prepayment in accordance with the above paragraphs or replacement by a Replacement Rig in accordance with Clause 29.5 (Replacement Rigs), and in case of a sale subject to closing procedure to be agreed between the Borrower and the Agent (in its sole discretion and acting on the instructions of the Lenders), the Agent shall be entitled to release (including taking any steps necessary to giving effect to such release) any Security Documents relating to the relevant Rig or (as applicable) the relevant Guarantors and the release of the relevant Guarantors' obligations under any Finance Document and the relevant Rig sold or lost shall subsequently no longer be defined as a "Rig" or included in the definition of "Rigs" under this Agreement.

9.6	Voluntary cancellation

9.7	Voluntary prepayment

9.8	Right of cancellation and prepayment in relation to a single Lender or Issuing Bank

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 15.2 (Tax gross-up); or

(ii)

any Lender or Issuing Bank claims indemnification from the Borrower or an Obligor under Clause 15.3 (Tax indemnity) or Clause 16.1 (Increased costs),

(A)

(if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations; or

(B)

(if such circumstances relate to the Issuing Bank) of repayment of any outstanding Trade Finance Instrument issued by it and cancellation of its appointment as the Issuing Bank under this Agreement in relation to any Trade Finance Instruments to be issued in the future.

(b)

On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

9.9	Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 9 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 shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(d)

The Borrower may not reborrow any part of a Term Facility which is prepaid or repaid.

(e)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(f)

If the Agent receives a notice under this Clause 9, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender or Issuing Bank, as appropriate.

(g)

The Borrower shall repay any Loan that exceeds the applicable Available Facility following any cancellation under this Clause 9.

(h)

If all or part of a Term Loan is repaid or prepaid an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

(i)

Any voluntary cancellation and/or prepayment in respect of a Term Facility under this Clause 9 (other than as required by Clause 26.12 (Minimum value)) shall be applied pro rata against the repayment instalments falling after that cancellation and/or prepayment (including, for the avoidance of doubt, the repayment instalment falling together with the final repayment instalment for the applicable Term Facility).

(j)

Any mandatory cancellation and/or prepayment or any voluntary cancellation and/or prepayment required by Clause 26.12 (Minimum value) in respect of a Term Facility under this Clause 9 shall be applied in inverse order of maturity against the repayment instalments falling after that cancellation and/or prepayment (including, for the avoidance of doubt, the repayment instalment falling together with the final repayment instalment for the applicable Term Facility).

10	ESTABLISHMENT OF THE INCREMENTAL AMOUNT

10.1	Selection of Incremental Lenders

10.2	Delivery of Incremental Notice

10.3	Completion of the Incremental Notice

(a)

The Incremental Notice is irrevocable and will not be regarded as having been duly completed unless:

(i)

the Total Incremental Commitments specified in the Incremental Notice are no less than the amount of outstanding loans under the Back Stop Facility; and

(ii)

the Incremental Lenders set out in that Incremental Notice have been selected and allocated in accordance with Clause 10.1 (Selection of Incremental Lenders); and

(iii)

the Incremental Notice is received by the Agent prior to 30 April 2021;

(b)

Only one Incremental Amount may be requested in the Incremental Notice.

10.4	Maximum number of Incremental Amounts

10.5	Conditions to establishment

(a)

The establishment of the Incremental Amount will only be effected in accordance with Clause 10.6 (Establishment of the Incremental Amount) if:

(i)

on the date of the Incremental Notice and on the Establishment Date:

(A)

no Default is continuing or would result from the establishment of the proposed Incremental Amount; and

(B)

the Repeating Representations to be made by each Obligor are true in all material respects; and

(ii)

the Agent has received in form and substance satisfactory to it:

(A)

the Incremental Amount Conditions Precedent;

(B)

any Incremental Supplemental Security that the Agent may require to be established on or prior to the Establishment Date;

(C)

such documents, evidence, confirmations, legal opinions, supplemental security, variations of prior registrations and/or amendments to the Finance Documents as are necessary in the opinion of the Agent (acting on the instructions of the other Finance Parties) as a result of the establishment of the Incremental Amount to (i) maintain the effectiveness of the Security granted for the benefit of the Finance Parties pursuant to the Finance Documents, (ii) ensure that the Security granted prior to the Establishment Date will benefit the Incremental Lenders, and (iii) ensure that the Incremental Supplemental Security will benefit the Finance Parties, including the Incremental Lenders and (it being acknowledged and agreed by the parties to this Agreement that all Security in effect from time to time is intended to and shall be for the benefit of all Finance Parties from time to time, including without limitation Security granted pursuant to a Security Document);

(D)

evidence that the entity which owns the Incremental Rig has acceded to this Agreement as an Additional Rig Owner and Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers);

(E)

evidence that any Group entity which charters the Incremental Rig in connection with a Qualifying Employment Contract has acceded to this Agreement as an Additional Intra-Group Charterer and Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers); and

(F)

evidence that any intermediary holding company which owns shares in the relevant Additional Rig Owner has acceded to this Agreement as an Additional Intermediate Holding Company and Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers).

(b)

The Agent shall notify the Borrower and the Lenders promptly upon being satisfied under paragraph (a)(ii) above.

(c)

Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, 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.

10.6	Establishment of the Incremental Amount

(a)

If the conditions set out in this Agreement have been met, the establishment of the Incremental Amount is effected in accordance with paragraph (c) below when the Agent has received the Incremental Notice duly signed by the Borrower and the Lenders and when the Agent executes an otherwise duly completed Incremental Notice. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Incremental Notice appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Incremental Notice.

(b)

The Agent shall only be obliged to execute the Incremental Notice delivered to it by the Borrower 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 establishment of the relevant Incremental Amount.

(c)

On the Establishment Date for the Incremental Amount:

(i)

subject to the terms of this Agreement the Incremental Lenders make available to the Borrower the Total Incremental Commitments specified in the Incremental Notice;

(ii)

each Incremental Lender's Incremental Commitment shall be applied pro rata (or in such other manner as the Lenders, the Agent and the Borrower may agree) across the Facilities (including as increased or established by the Incremental Amount) and the existing Lenders Commitments and/or participations in each Loan or Trade Finance Instrument under Facility A, and the Trade Finance Facility shall be reduced by a corresponding amount and reallocated across the Facilities so that following the establishment and utilisation of the Incremental Amount the commitments and participations of each Lender (including each Incremental Lender) across the Facilities (including as increased or established by the Incremental Amount) will be allocated rateably as set out in the Incremental Notice;

(iii)

subject to paragraph (iv) below the reallocation of commitments and participations as contemplated in paragraph (c) (ii) of this Clause 10.6 shall be applied so that following such reallocation the amount of the Revolving Facility Commitments and the Facility A Commitments shall in each case be increased by an amount equal to 50% of the Incremental Amount or such other amount as may be required to comply with paragraph (iv) below;

(iv)

an amount equal to the "Facility Discretionary Tranche Commitment" (as defined in the Back Stop Facility) of a lender under the Back Stop Facility minus any applicable "All Lender Consent Amount" (as defined in, and as applicable to, the Back Stop Facility) as calculated on the Establishment Date shall be applied to increase the Revolving Facility Discretionary Tranche Commitment of that lender in its capacity as Lender under this Agreement;

(v)

each Incremental Lender shall assume all the obligations of a Lender corresponding to the Commitments specified opposite its name in the Incremental Notice as if it had been an Original Lender;

(vi)

each of the Obligors and each Incremental Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and that Incremental Lender would have assumed and/or acquired had that Incremental Lender been an Original Lender;

(vii)

each Incremental Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Incremental Lender and those Finance Parties would have assumed and/or acquired had the Incremental Lender been an Original Lender; and

(viii)

each Incremental Lender shall become a Party as a "Lender".

10.7	Notification of establishment

10.8	Incremental Amount fees

10.9	Incremental Amount costs and expenses

10.10

Prior amendments binding

10.11

Limitation of responsibility

(a)

an "Existing Lender" were references to all the Lenders immediately prior to the Establishment Date;

(b)

the "New Lender" were references to an "Incremental Lender"; and

(c)

a "re-transfer" and "re-assignment" were references respectively to a "transfer" and "assignment".

11

INTEREST

11.1	Calculation of interest

(a)

Margin; and

(b)

LIBOR.

11.2	Payment of interest

11.3	Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 percentage points higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 11.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)

If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00 percentage points higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

(d)

Additionally the rate of interest payable on any amount to which Clause 11.1 (Calculation of interest) continues to apply shall increase by 2.00 percentage points on the date following a written notice served by the Agent to the Borrower following an Event of Default and whilst it is continuing.

11.4	Notification of rates of interest

11.5	Effective interest rate

12	INTEREST PERIODS

12.1	Selection of Interest Periods

(a)

The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan or (if the Loan is a Term Loan and has already been Utilised) in a Selection Notice.

(b)

Subject to this Clause 12, the Borrower may select an Interest Period of six (6), three (3) or one (1) months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders in relation to the relevant Loan), provided however that the Borrower may not select a one (1) month Interest Period for a Loan more than three times during any calendar year.

(c)

An Interest Period for a Loan shall not extend beyond the Termination Date.

(d)

Each Interest Period for a Loan shall start on the relevant Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(e)

Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrower not later than 12:00 p.m. three (3) Business Days before the start of the relevant Interest Period.

(f)

If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph

(g)

above, the relevant Interest Period will be three (3) months.

12.2	Non-Business Days

13	CHANGES TO THE CALCULATION OF INTEREST

13.1	Unavailability of Screen Rate

(a)

Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan, LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b)

Reference Bank Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate, LIBOR shall be the Reference Bank Rate as of noon on the relevant Quotation Day for the currency of that Loan and for a period equal in length to the Interest Period of that Loan.

(c)

Cost of funds: If paragraph (b) above applies but no Reference Bank Rate is available for USD or Interest Period there shall be no LIBOR for that Loan and Clause 13.4 (Cost of funds) shall apply to that Loan for that Interest Period.

13.2	Calculation of Reference Bank Rate

(a)

Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by noon on the relevant Quotation Day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b)

If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

13.3	Market disruption

13.4	Cost of funds

(a)

If this Clause 13.4 applies, the rate of interest on each Lender's share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling three (3) Business Days after the Quotation Day (or, if earlier, on the date falling two (2) Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b)

If this Clause 13.4 applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)

If this Clause 13.4 applies pursuant to Clause 13.3 (Market disruption): and

(i)

a Lender's Funding Rate is less than LIBOR; or

(ii)

a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

13.5	Notification to the Borrower

13.6	Break Costs

(a)

The Borrower shall, within ten (10) Business Days of written demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue, and the Agent shall upon receipt thereof at the written request of the Borrower provide the Borrower with a copy of such certificate.

14

FEES

14.1	Agency and arrangement fee

14.2	Commitment fee

(a)

For the period commencing on the date of the Original Agreement and until the Termination Date, the Borrower shall pay to the Agent (for further distribution to the Lenders) a commitment fee at an annual rate equal to:

14.3	Fees payable in respect of Trade Finance Instruments

(a)

The Borrower shall pay to the Issuing Bank:

(b)

The Borrower shall pay to the Agent (for the account of each Lender) a Trade Finance Instrument fee in the Base Currency (computed at the rate which is the applicable Guarantee Commission) on the outstanding amount of each Trade Finance Instrument (calculated to be the amount certified by the Issuing Bank to be its maximum aggregate liability (actual or contingent) under that Trade Finance Instrument) requested by it for the period from the issue of that Trade Finance Instrument until its Expiry Date. This fee shall be distributed according to each Lender's L/C Proportion of that Trade Finance Instrument.

(c)

The accrued Trade Finance Instrument fee and the fronting fee shall be payable in advance on the first day of each period of ninety (90) days (or such shorter period as shall end on the Expiry Date for that Trade Finance Instrument) starting on the date of issue of that Trade Finance Instrument. If the outstanding amount of a Trade Finance Instrument is reduced, any Trade Finance Instrument fee or fronting fee accrued in respect of the amount of that reduction shall be payable on the day that that reduction becomes effective.

(d)

If the Borrower provides cash cover in respect of any Trade Finance Instrument:

(i)

the Trade Finance Instrument fee payable for the account of each Lender and the fronting fee shall continue to be payable until the expiry of the Trade Finance Instrument; and

(ii)

the Borrower shall be entitled to withdraw interest (if any) accrued on the cash cover to pay the fees described in paragraph (i) above.

(e)

The minimum Guarantee Commission payable per annum on a Trade Finance Instrument is USD [***]

15	TAX GROSS UP AND INDEMNITIES

15.1	Definitions

(a)

In this Agreement:

(b)

Unless a contrary indication appears, in this Clause 15 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

15.2	Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

Each Obligor shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender or the Issuing Bank shall notify the Agent on becoming so aware in respect of a payment payable to that Lender or the Issuing Bank. If the Agent receives such notification from a Lender or the Issuing Bank it shall notify the Borrower.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)

A Lender and each Obligor which makes a payment to which that Lender is entitled shall co- operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

15.3	Tax indemnity

(a)

The Borrower shall (within ten (10) Business Days of written demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 15.2 (Tax gross- up); or

(B)

relates to a FATCA Deduction required to be made by a Party.

(c)

A Protected Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

15.4	Tax Credit

(a)

a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Finance Party has obtained, utilised and retained that Tax Credit,

15.5	Stamp taxes

15.6

VAT

(a)

All amounts set out or expressed in a Finance Document to be payable by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

(c)

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

15.7	FATCA information

(a)

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Finance Party to do anything and paragraph (a)

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

15.8	FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Borrower, the Agent and the other Finance Parties.

16	INCREASED COSTS

16.1	Increased costs

(a)

Subject to Clause 16.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a written demand by the Agent, pay for the account of a Finance Party or any of its Affiliates the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation, (ii) compliance with any law or regulation made after the date of the Original Agreement or (iii) implementation of and compliance with Basel III, CRR and CRD IV, or (iv) any change in (or in the interpretation, administration or application of) Basel III, CRR and CRD IV.

(b)

In this Agreement: "Basel III" means:

(i)

the consultations including the agreements on capital requirements, a leverage ratio and liquidity standards contained in such consultations "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 and/or restated;

(ii)

the rules for global systemically important banks contained in the "Globally systemically important banks: assessments, methodology and the additional loss absorbency requirements – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented and/or restated; and

(iii)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III.

(i)

a reduction in the rate of return from the Facilities or on a Finance Party's (or its Affiliate´s) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

16.2	Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower in writing.

(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.

16.3	Exceptions

(a)

Clause 16.1 (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)

attributable to a FATCA Deduction required to be made by a Party;

(iii)

compensated for by Clause 15.3 (Tax indemnity) (or would have been compensated for under Clause 15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax indemnity) applied); or

(iv)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)

In this Clause 16, a reference to a "Tax Deduction" has the same meaning given to that term in Clause 15.1 (Definitions).

17	OTHER INDEMNITIES

17.1	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:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

17.2	Other indemnities

(a)

the occurrence of any Event of Default;

(b)

any cost, loss or liability incurred by each Finance Party in any jurisdiction arising or asserted under or in connection with any law relating to safety at sea, the Maritime Labour Convention 2006 or any Environmental or Social Law, provided such claim arises due to breach of such laws by the Borrower and/or any technical and/or commercial manager of a Rig;

(c)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 32 (Sharing among the Finance Parties);

(d)

funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(e)

issuing or making arrangements to issue a Trade Finance Instrument requested by the Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);

(f)

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(g)

any civil penalty or fine against, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Agent or any Finance Party solely as a result of a breach by a Relevant Person of any Sanctions.

17.3	Indemnity to the Agent

(a)

any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i)

any failure by the Borrower to comply with its obligations under Clause 19 (Costs and expenses);

(ii)

investigating any event which it reasonably believes is a Default;

(iii)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(iv)

any default by the Borrower in the performance of any of the obligations expressed to be assumed by it under the Finance Documents;

(v)

the taking, holding, protection or enforcement of the Transaction Security;

(vi)

the exercise of any of its rights, powers, discretions, authorities and remedies vested in the Agent by the Finance Parties or by law; or

(vii)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b)

any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents.

18	MITIGATION BY THE LENDERS

18.1	Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate (unless the Borrower expressly request it in writing not to do so) any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 9.1 (Mandatory Prepayment- Illegality) or in respect of the Issuing Bank, Clause 9.2 (Illegality in relation to the Issuing Bank), Clause 15 (Tax gross- up and indemnities) or Clause 16 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

18.2	Limitation of liability

(a)

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

19	COSTS AND EXPENSES

19.1	Transaction expenses

(a)

this Agreement and any other documents referred to in this Agreement; and

(b)

any other Finance Documents executed after the date of the Original Agreement.

19.2	Amendment costs

19.3	Enforcement costs

20

SECURITY

20.1

Security

(a)

The obligations and liabilities of each of the Obligors under this Agreement and the other Finance Documents and the Hedging Agreements, including without limitation any derived liability whatsoever of any Obligor towards the Finance Parties and the Hedging Banks in connection therewith, shall be secured, on a cross collateralised basis, by:

(i)

the Mortgages;

(ii)

the Assignment Agreements;

(iii)

the Share Pledge Agreements;

(iv)

any Intra-Group Loan Assignment;

(v)

the Earnings Account Pledges;

(vi)

any Incremental Supplemental Security; and

(vii)

the unconditional and irrevocable on-demand guarantee and indemnity set out in Clause 21 (Guarantee and indemnity) hereof.

(b)

The Obligors' obligations and liabilities under any Hedging Agreements shall rank on a pari passu basis with the obligations and liabilities of the Obligors under the other Finance Documents also in relation to the Security Documents and any enforcement proceeds shall be distributed in accordance with Clause 32.6 (Distribution of enforcement proceeds).

(c)

If requested by the Borrower in order to accommodate the request of charterers or other customers for the employment of any of the Rigs, the Agent shall (on behalf of the Finance Parties) issue such letters of undertaking, on terms and conditions acceptable to the Agent (on behalf of the Finance Parties), in favour of any such charterer or customer assuring the quiet enjoyment of the Rig by the Agent (on behalf of the Finance Parties) as long as no termination event has occurred and is continuing under the applicable charter or employment contract.

20.2	Further assignments

(a)

In the event that a Rig Owner or Intra-Group Charterer enters into a Qualifying Employment Contract that Rig Owner (and any relevant Guarantor) shall prior to the relevant commencement date assign, in form and substance acceptable to the Agent, all its claims, rights, title and interest to any charter rights under that Qualifying Employment Contract and the Earnings accruing thereunder in favour of the Agent (on behalf of the Finance Parties and the Hedging Banks).

(b)

In the event that an Intra-Group Loan is granted to a Rig Owner or a Rig Owner grants an Intra-Group Loan, that Intra-Group Loan shall promptly after its granting be assigned, in form and substance acceptable to the Agent, in favour of the Agent (on behalf of the Finance Parties and the Hedging Banks).

20.3	Security - Hedging Agreements

21	GUARANTEE AND INDEMNITY

21.1	Guarantee obligations

(a)

guarantees to each Finance Party and each Hedging Bank as and for its own debt and not merely as surety the punctual performance by each Obligor of that Obligor's obligations under the Finance Documents and the Hedging Agreements (the "Guaranteed Obligations");

(b)

undertakes with each Finance Party and each Hedging Bank that whenever an Obligor does not pay any amount when due under or in connection with the Guaranteed Obligations, it shall immediately on demand (Nw. påkravsgaranti) pay that amount as if it was the principal obligor, and no Guarantor shall have any right of reservation or objection to such demand for payment by the Agent and no conflict or dispute of whatsoever nature, including without limitation any defences based on underlying agreements, between the Agent and an Obligor shall have an impact on a Guarantor's obligation to pay under the guarantee set out in this Clause 21; and

(c)

agrees with each Finance Party and each Hedging Bank that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party and/or and that Hedging Bank immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document or any of the Hedging Agreements on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 21 if the amount claimed had been recoverable on the basis of a guarantee.

21.2	Maximum liability

21.3	Number of claims

21.4	Continuing guarantee

21.5	Reinstatement

21.6	Waiver of defences

(a)

The obligations of each Guarantor under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice any of its obligations under this Clause 21 (without limitation and whether or not known to it or any Finance Party or a Hedging Bank) including:

(i)

any time, waiver or consent granted to, or composition with, any member of the Group or other person;

(ii)

the release of any member of the Group or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(iii)

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 member of the Group 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;

(iv)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any member of the Group or any other person;

(v)

any amendment, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document, the Hedging Agreement 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, Hedging Agreements or other document or security;

(vi)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, Hedging Agreement or any other document or security; or

(b)

Each Guarantor specifically waives all defences based on the Finance Documents, the Hedging Agreements any relationship or circumstance in connection therewith and any transactions made in connection therewith.

21.7	Financial Agreements Act

(a)

§ 62 (1) (a) (to be notified of any security the giving of which was a precondition for the making of any Utilisation, but which has not been validly granted or has lapsed);

(b)

§ 63 (1) - (2) (to be notified of any event of default hereunder and to be kept informed thereof);

(c)

§ 63 (3) (to be notified of any extension granted to any member of the Group in payment of principal and/or interest);

(d)

§ 63 (4) (to be notified of any member of the Group's bankruptcy proceedings or debt reorganisation proceedings and/or any application for the latter);

(e)

§ 65 (3) (that the consent of the Guarantor is required for the Guarantor to be bound by amendments to the Finance Documents and the Hedging Agreements that may be detrimental to its interest);

(f)

§ 66 (1) - (2) (that the Guarantor shall be released from its liabilities hereunder if Security which was given, or the giving of which was a precondition for the making of any Utilisation, is released by the Finance Parties without the consent of the Guarantor);

(g)

§ 66 (3) (that the Guarantor shall be released from its liabilities hereunder if, without its consent, Security the giving of which was a precondition for the making of any Utilisation was not validly granted);

(h)

§ 67 (1) - (2) (about reduction of the Guarantor's liabilities hereunder);

(i)

§ 67 (4) (that the Guarantor's liabilities hereunder shall lapse after ten (10) years, as the Guarantor shall remain liable hereunder as long as any amount is outstanding in respect of the Guaranteed Obligations);

(j)

§ 70 (as the Guarantor shall have no right of subrogation into the rights of the Finance Parties or a Hedging Bank under the Finance Documents or the Hedging Agreements until and unless the Finance Parties and the Hedging Banks shall have received all amounts due or to become due to them in respect of the Guaranteed Obligations);

(k)

§ 71 (as the Finance Parties and the Hedging Banks shall have no liability first to make demand upon or seek to enforce remedies against any member of the Group or any of them or any other Security provided in respect of any member of the Group's liabilities under the Finance Documents and the Hedging Agreements before demanding payment under or seeking to enforce the guarantee created hereunder);

(l)

§ 72 (as all interest and default interest due in respect of the Guaranteed Obligations shall be secured hereunder);

(m)

§ 73 (1) - (2) (as all costs and expenses related to a default in respect of the Guaranteed Obligations shall be secured hereunder); and

(n)

§ 74 (1) - (2) (as the Guarantor shall make no claim against any member of the Group for payment until and unless the Finance Parties and the Hedging Banks first shall have received all amounts due or to become due to them in respect of the Guaranteed Obligations and all Commitments have been fully cancelled or otherwise ceased in full to be in effect).

21.8	Guarantor intent

21.9	Immediate recourse

21.10

Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party or that Hedging Bank (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 the Guarantors shall not be entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 21.

21.11

Deferral of Guarantor's rights

(a)

Until all amounts which may be or become payable by the members of the Group under or in connection with the Finance Documents and the Hedging Agreements have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor 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 21:

(i)

to be indemnified by any member of the Group;

(ii)

to claim any contribution from any other guarantor of any member of the Group's obligations under the Finance Documents and the Hedging Agreements;

(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 or the Hedging Banks under the Finance Documents or the Hedging Agreements or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents or the Hedging Agreements by any Finance Party or any Hedging Bank;

(iv)

to bring legal or other proceedings for an order requiring any member of the Group to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under this Clause 21;

(v)

to exercise any right of set-off against any member of the Group; and/or

(vi)

to claim or prove as a creditor of any member of the Group in competition with any Finance Party or any Hedging Bank.

(b)

If a Guarantor receives any benefit, payment or distribution in relation to such rights as referred to in paragraph (a) above, it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties or a Hedging Bank by any member of the Group under or in connection with the Finance Documents or a Hedging Agreement to be repaid in full on trust for the Finance Parties or the Hedging Banks and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 33 (Payment mechanics).

21.12

Additional security

21.13

Marshall Islands Limitation Language

22	REPRESENTATIONS AND WARRANTIES

22.1

Status

(a)

It is a limited liability company or exempted company with limited liability, duly incorporated, in good standing and validly existing under the law of its jurisdiction of incorporation.

(b)

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

22.2	Binding obligations

22.3	Non-conflict with other obligations

(a)

any law or regulation applicable to it;

(b)

its or any of its Subsidiaries' constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its Subsidiaries or any of its Subsidiaries' assets or constitute a default or termination event (however described) under any such agreement or instrument.

22.4	Power and authority

22.5	Validity and admissibility in evidence

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party;

(b)

to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions; and

(c)

otherwise in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the Finance Documents and any other agreements and instruments required or contemplated hereunder,

22.6	Authorisations

22.7	Governing law and enforcement

(a)

the choice of governing law of the Finance Documents will be recognised and enforced in its Relevant Jurisdictions; and

(b)

any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.

22.8	Insolvency

22.9	Deduction of Tax

22.10

No filing or stamp taxes

(a)

registration of the Mortgages in the relevant Approved Ship Register (and payment of associated fees); and

(b)

payment of Cayman Islands stamp duty if a Finance Document is executed in or is brought to the Cayman Islands.

22.11

No default

(a)

No Event of Default, Default or prepayment event pursuant to Clause 9 (Prepayment and Cancellation) is existing or 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.

(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 it or to which its assets are subject which might have a Material Adverse Effect.

22.12

No misleading information

(a)

Any factual information provided by any Obligor for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)

Any financial projections provided to the Finance Parties in connection with this Agreement have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)

Nothing has occurred or been omitted from the information given to the Finance Parties in connection with this Agreement and no information has been given or withheld that results in the information given to the Finance Parties in connection with this Agreement being untrue or misleading in any material respect.

22.13

Financial statements

(a)

The Original Financial Statements were prepared in accordance with the Approved Accounting Principles consistently applied, and fairly represent its consolidated financial condition and operations during the relevant financial year.

(b)

There has been no material adverse change in its business or financial condition (or the business or consolidated financial condition of the Group) since the date of the financial statements most recently delivered to the Agent pursuant to Clause 23.1 (Financial statements).

(c)

No bank deposits of any member of the Group (other than bank deposits in the names of Borr Skald Inc., Borr Jack-Up XXXII Inc. or Borr Saga Inc.) are subject to contractual or other restrictions limiting the distribution of bank deposits to other members of the Group in a manner which causes such funds to not be considered as free and available liquidity of the Borrower in accordance with the Approved Accounting Principles.

22.14

Pari passu ranking

22.15

No Security

22.16

No immunity

22.17

No proceedings pending or threatened

22.18

No breach of laws

(a)

It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b)

No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any Obligor which have or are reasonably likely to have a Material Adverse Effect.

22.19

Compliance with Environmental or Social Laws and other laws

(a)

It is in compliance in all material respects with the provisions of all Environmental or Social Laws applicable to it and to the best of its knowledge and belief (having made due and careful enquiry).

(b)

No material Environmental or Social Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against it or any Manager.

22.20

Taxation

22.21

Anti-corruption law

22.22

Sanctions

(a)

It, each other member of the Group, their Affiliates, their joint ventures, and their respective directors, officers, employees, agents or representatives has been and is in compliance with Sanctions;

(b)

Neither it, nor any other member of the Group, their Affiliates, their joint ventures, and their respective directors, officers, employees, agents or representatives:

(i)

is a Restricted Party, acts directly or indirectly on behalf of a Restricted Party or is involved in any transaction through which it is likely to become a Restricted Party;

(ii)

is engaging, or has engaged in any transaction, action or conduct that evades or avoids, or has the purpose of evading or avoiding, or breaches or attempts to breach, directly or indirectly, any Sanctions; or

(iii)

is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority or any other relevant third party.

(c)

No Utilisation, nor the proceeds from any Utilisation, has been used, directly or indirectly, to lend, contribute, provide or has otherwise been made to fund or finance any business activities or transactions:

(i)

of or with a Restricted Party; or

(ii)

in any other manner which would result in any member of the Group or any Finance Party being in breach of any Sanctions or becoming a Restricted Party.

22.23

Ranking

22.24

Good title to assets

22.25

Legal and beneficial ownership

22.26

Group structure chart

22.27

Accounting reference date

22.28

Centre of main interest and establishments

22.29

No adverse consequences

(a)

It is not necessary under the laws of its Relevant Jurisdictions:

(i)

in order to enable any Finance Party to enforce its rights under any Finance Document; or

(ii)

by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

(b)

No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.

22.30

The Rigs

(a)

in the absolute ownership of the relevant Rig Owner, free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and that Rig Owner will be the sole, legal and beneficial owner of that Rig;

(b)

registered in the name of the relevant Rig Owner with an Approved Ship Registry under the laws and flag applicable for the relevant Approved Ship Registry;

(c)

in good and safe condition and state of repair consistent with good operational standards in every way and fit for service (or in accordance with the applicable stacking plan when in stacked mode); and

(d)

classed with an Approved Classification Society, free of all overdue requirements and other recommendations affecting class.

22.31

Financial Indebtedness

22.32

Land in the British Virgin Islands

22.33

Shares

22.34

Repetition

23	INFORMATION UNDERTAKINGS

23.1	Financial statements

(a)

subject to paragraph (a) of Clause 23.8 in the case of the financial year ended 31 December 2019, as soon as the same become available, but in any event within 120 days after the end of each of its financial years, the Borrower's audited consolidated financial statements for that financial year together with unaudited accounts of each Rig Owner;

(b)

as soon as the same become available, but in any event within 75 days after the end of each of its financial quarter, the Borrower's unaudited consolidated financial statements for that financial quarter;

(c)

as soon as it becomes available, but in any event by 30 January each year, an annual budget for the financial year; and

(d)

as soon as they become available, but in any event within 30 days of the end of each financial quarter, updated three year liquidity forecasts, addressing with a reasonable level of detail (1) revenue, operating costs, interest expense, taxes, (2) cashflow from operations, capex, debt repayment and (3) assets, equity, debt and cash balance projections.

23.2	Provision and contents of Compliance Certificate

(a)

The Borrower shall supply to the Agent, with each set of consolidated financial statements delivered pursuant to Clause 23.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 24 (Financial covenants) and, (in connection with the second quarter and year end compliance certificates only) the Market Value of the Rigs.

(b)

Each Compliance Certificate shall be signed by a director or the CFO of the Borrower.

23.3	Requirements as to financial statements

(a)

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 23.1 (Financial statements) is prepared using the relevant Approved Accounting Principles, accounting practices and policies consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in any relevant Approved Accounting Principles, accounting practices or policies and its auditors deliver to the Agent:

(i)

a description of any change necessary for those financial statements to reflect the Approved Accounting Principles, accounting practices and policies upon which the Original Financial Statements were prepared; and

(ii)

sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 24 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

23.4	Market valuations

(a)

The Borrower shall together with each Compliance Certificate (in connection with the second quarter and year end compliance certificates only) forward to the Agent updated valuation reports setting out the Market Value of the Rigs.

(b)

If an Event of Default has occurred and is continuing, the Borrower shall deliver such additional valuation reports for the purpose of determining the Market Value of the Rigs at such times as the Agent may require.

(c)

All valuations referred to in paragraphs (a) and (b) above shall be addressed to the Agent (unless otherwise agreed between the Borrower and the Lenders, acting reasonably or unless the Approved Broker requires that such valuations are addressed to the Borrower as the entity ordering the valuation report) and obtained at the cost of the Borrower.

(d)

The Agent may, at any time, obtain such additional valuation reports for the purpose of determining the Market Value of the Rigs as it deems appropriate after consultation with the Lenders. Such valuations shall be at the cost of the Lenders.

(e)

For the avoidance of doubt, if additional valuation reports are obtained in accordance with paragraph (b) and/or paragraph (d) above, then the Market Value of the Rigs shall be calculated based on the valuation reports provided in accordance with paragraph (a) and such additional valuation reports, and compliance with Clause 26.12 (Minimum Value) shall be demonstrated based on the Market Value as determined by the average of the valuation reports provided in accordance with paragraph (a) and such additional valuation reports.

23.5	Information: miscellaneous

(a)

all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally;

(b)

promptly upon becoming aware of them, the details of any material default, litigation, arbitration or administrative proceedings;

(c)

promptly, such information as the Agent may reasonably require about any asset subject to the Transaction Security and compliance of the Obligors with the terms of any Finance Document;

(d)

such further information regarding the financial condition, assets, business and operations of the Group as the Agent (on behalf of the Lenders) may reasonably request;

(e)

such other information regarding the financial condition, business and operations of any member of the Group as the Lenders may reasonably request and which can be delivered without breach of any confidentiality undertakings or any applicable law or rules of a securities/regulatory exchange; and

(f)

ensure that any Obligor provides information for any "know your customer" checks required to be carried out by the Agent and/or any of the Lenders.

23.6	Notification of Default and Change of Control

(a)

Each Obligor shall notify the Agent (on behalf of the Finance Parties) of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)

Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two (2) of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

(c)

Each Obligor shall notify the Agent of the occurrence of any Change of Control promptly upon becoming aware of its occurrence.

23.7	"Know your customer" checks

(a)

If:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) or the compliance with any law or regulation after the date of the Original Agreement;

(ii)

any change in the status of an Obligor after the date of the Original Agreement; or

(iii)

a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) 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 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 Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender 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 Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent 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.

23.8	Additional information undertakings

(a)

deliver its audited consolidated financial statements together with unaudited accounts of each Rig Owner by the date its audited consolidated financial statements are required to be filed or published under regulations of the Oslo Stock Exchange (OSE), New York Stock Exchange (NYSE) or US Securities and Exchange Commission (SEC) and in any case not later than 30 June 2020;

(b)

provide a written presentation to the Finance Parties and their advisors no later than 30 August 2020 setting out specific proposals to improve the liquidity position of the Group which are reasonably likely to be implementable and which are reasonably likely to be implemented prior to 31 December 2020 (the “Specific Proposals”) and reasonable detail of the steps taken and timelines for further steps to be taken in connection with such Specific Proposals (the “Action Plan”), to be followed by a management teleconference presenting such proposals to the Lenders no later than 3 Business Days after provision of the Action Plan;

(c)

provide a written update on the Action Plan (including an update in respect of each of the Specific Proposals together with a summary of steps taken, an update on timeline and a reasonable explanation of such steps and anticipated timeline) on 31 March, 30 June, 30 September and 31 December each year, to be followed by a conference call no later than 3 Business Days after provision of the relevant update on the Action Plan; and

(d)

provide liquidity and cash flow forecasts for the period until 31 December 2021 on the 15th Business Day of each month from the Effective Date until the Action Plan has in the opinion of the Majority Lenders been implemented.

23.9	Information: Sanctions

(a)

promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions against it, any of its direct or indirect owners, Subsidiaries, any of their joint ventures or any of their respective directors, employees, officers, agents or affiliates as well as information on what steps are being taken with regards to answer or oppose to such inquiry, claim, action, suit proceeding or investigation; and

(b)

promptly upon becoming aware of it, notification that any of its direct or indirect owners, Subsidiaries, any of their joint ventures or any of their respective directors, employees, officers, agents or affiliates has been designated as a Restricted Party.

24	FINANCIAL COVENANTS

24.1	Financial definitions

(a)

excluding bank deposits that are pledged, save to the extent that the relevant member of the Group may freely use such bank deposits prior to the occurrence of an Event of Default, provided that such bank deposits shall only constitute “Cash” prior to the occurrence of an Event of Default; and

(b)

not including any Ring Fenced Liquidity.

(a)

instalments on long-term debt which fall due during the next twelve months;

(b)

paid-in-kind interest; and

(c)

liabilities arising under onerous contracts reclassified from long term to short term.

(a)

Cash:

(b)

any Undrawn Revolving Credit Facility; and

(c)

certificates of deposits or marketable debt securities (included money market funds) with A-rating or better and a maturity of twelve (12) months or less after the relevant date of calculation and which can be realised and applied against the Loans within one month.

24.2	Calculations

(a)

Except as provided to the contrary in this Agreement, an accounting term used in this Clause 24 is to be construed in accordance with the principles applied in connection with the Original Financial Statements.

(b)

No item must be credited or deducted more than once in any calculation under this Clause 24.

24.3	Book Equity Ratio

(a)

at all times until and including 31 December 2021 have a Book Equity Ratio equal to or higher than 25 per cent.; and

(b)

at all times on or after 1 January 2022 have a Book Equity Ratio equal to or higher than 40 per cent..

24.4	Working Capital

24.5	Minimum Liquidity

(a)

at all times from and including the Effective Date to and including 31 December 2020 have not less than USD 5,000,000 in Cash;

(b)

at all times from and including 1 January 2021 to and including 30 June 2021 have not less than USD 10,000,000 in Cash;

(c)

at all times from and including 1 July 2021 to and including 30 September 2021 have not less than USD 15,000,000 in Cash;

(d)

at all times from and including 1 October 2021 to and including 31 December 2021 have not less than USD 20,000,000 in Cash; and

(e)

at all times on and after 1 January 2022, have a Free Liquidity equivalent to no less than the higher of:

(ii)

3.00 per cent of the aggregate of Net Interest Bearing Debt and Ring Fenced Liquidity.

24.6	Debt Service Cover Ratio

24.7	Most Favoured Nation – Financial Covenants

25	GENERAL UNDERTAKINGS

25.1

Ownership

25.2	Authorisations

(a)

Each Obligor shall promptly:

(i)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii)

supply certified copies to the Agent of,

(b)

Each Obligor shall upon written request by the Agent obtain or cause to be obtained, at the time the same are required, maintain or cause to be maintained in full force and effect and promptly renew or cause to be renewed and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every Authorisation required to be obtained and maintained in order to continue the performance and operation of the Rigs under any contract entered into in respect of it and any law and regulation to which it may be subject.

25.3	Environmental compliance

(a)

comply with all Environmental or Social Laws;

(b)

obtain, maintain and ensure compliance with all requisite Environmental Permits; and

(c)

implement procedures to monitor compliance with and to prevent liability under any Environmental or Social Law,

25.4	Environmental or Social claims

(a)

any Environmental or Social Claim against it or any member of the Group which is current, pending or threatened; and

(b)

any facts or circumstances which are reasonably likely to result in any Environmental or Social Claim being commenced or threatened against it or any member of the Group,

25.5	Anti-corruption law

(a)

No Obligor shall (and the Borrower shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facilities for any purpose which would breach any applicable anti-corruption laws.

(b)

Each Obligor shall (and the Borrower shall ensure that each other member of the Group 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.

25.6	Compliance with laws and Sanctions

(a)

Each Obligor shall (and the Obligors shall procure that each Manager and the Permitted Holdco will):

(i)

comply in all respect with all laws and regulations to which it may be subject, including Sanctions; and

(ii)

without limiting paragraph (i) above, not employ a Rig nor allow its employment, operation or management in any manner contrary to any applicable law or regulation, including but not limited to Sanctions.

(b)

Each Obligor shall (and the Obligors shall procure that parties acting on its behalf will) observe and abide with, including but not limited to, any applicable law, official requirement or other regulatory measure or procedure implemented to combat money laundering (as defined in Article 1 of the Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308, as amended from time to time).

(c)

Each Obligor shall ensure that none of them, nor any other member of the Group, respective directors, officers, employees, agents or representatives or any other persons acting on any of their behalf:

(i)

is or will become a Restricted Party;

(ii)

is in breach of Sanctions;

(iii)

causes (or will cause) a breach of Sanctions by any Finance Party; and/or

(iv)

take any action or make any omission that results, or is reasonably likely to result, in it or any Finance Party becoming a Restricted Party.

(d)

No Obligor shall (and the Borrower shall ensure that no other Relevant Person or the Permitted Holdco will) take any action or make any omission that results, or is reasonably likely to result, in it or any Finance Party becoming a Restricted Party or otherwise a target of sanctions ("target of sanctions") signifying an entity or person ("Target") that is a target of laws, regulations or orders concerning any trade, economic or financial sanctions or embargoes by virtue of prohibitions and/or restrictions being imposed on any US person or other legal or natural person subject to the jurisdiction or authority of a US Sanctions Authority which prohibit or restrict them from them engaging in trade, business or other activities with such Target without all appropriate licences or exemptions issued by all applicable US Sanctions Authorities).

(e)

Each Obligor undertakes that it and each director, officer, agent, employee or person acting on behalf of the Obligor or the Permitted Holdco, is not a Restricted Party and does not act directly or indirectly on behalf of a Restricted Party.

(f)

No Obligor shall, (and shall ensure that the Permitted Holdco will not) 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 and/or the Hedging Banks.

(g)

Each Obligor shall (and shall ensure that the Permitted Holdco will) procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party or any affiliate of a Finance Party in its name.

(h)

No Obligor (and shall ensure that the Permitted Holdco will not) shall directly or indirectly use the proceeds of a Loan, or lend or contribute or otherwise make available all or any part of such proceeds to any subsidiary, joint venture partner, Relevant Person, Affiliate or any other person to fund activities or business of or with any person, or in any country or territory, that, at the time of such funding is a Restricted Party or in any other manner that would result in a violation of Sanctions by any person (including any person participating in the loan hereunder, whether as a Finance Party or otherwise).

25.7

Taxation

(a)

such payment is being contested in good faith;

(b)

adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under 23.1 (Financial statements); and

(c)

such payment can be lawfully withheld and failure to pay those Taxes does not have or its not reasonably likely to have a Material Adverse Effect.

25.8

Merger

25.9	Change of business

25.10

Restriction on business - Guarantors

25.11

Investments and Acquisitions

(a)

No Obligor shall make any further investments or acquisitions.

(b)

Paragraph (a) does not apply to:

(i)

any investments or acquisitions made with the prior written consent of the Majority Lenders; or

(ii)

any investments related to the Rigs (or in the case of any Intermediate Holding Company, in relation to any rig owned by any member of the Group) in the ordinary course of business.

25.12

Preservation of assets

25.13

Pari passu ranking

25.14

Negative pledge

(a)

no Obligor shall create or permit to subsist any Security over any of its present or future assets, rights or revenues being subject to the Transaction Security, other than pursuant to the Security Documents;

(b)

no Rig Owner shall create or permit to subsist any Security over any of its present or future assets, rights or revenues, other than pursuant to the Security Documents;

(c)

no Guarantor shall:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)

enter into any other preferential arrangement having a similar effect,

(d)

the Borrower shall not, and will procure that each member of the Group shall not, create or permit to subsist any Security over rigs “Atla” and “Balder”; and

(e)

paragraphs (a), (b), (c) and (d) above do not apply to any Security or Quasi-Security:

(i)

any netting or set-off arrangement entered into by any member of the relevant Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii)

any lien arising by operation of law and in the ordinary course of trading and securing obligations not more than thirty (30) days overdue;

(iii)

any Security entered into pursuant to any Finance Document or Hedging Agreement;

(iv)

any Permitted Maritime Lien;

(v)

any Permitted Transaction;

(vi)

any Security or Quasi-Security existing on the date of the Original Agreement; or

(vii)

Security or Quasi-Security consented to in writing by the Agent (acting upon instructions from the Lenders).

25.15

Market terms

25.16

Financial Indebtedness

(a)

Except as permitted under paragraph (b) below, no Guarantor shall incur or allow to remain outstanding any Financial Indebtedness.

(b)

Paragraph (a) above does not apply to Financial Indebtedness which:

(i)

is incurred under the Finance Documents or any Hedging Agreement;

(ii)

is incurred by way of an Intra-Group Loan, provided always that (a) no Default is then in existence or will occur from such disposition, (b) after giving effect to such disposition, the Borrower will be in compliance with the financial covenants in Clause 21 (Financial covenants), (c) Intra-Group Loans shall be fully subordinated to the Facilities and any obligations under the Hedging Agreements and (d) any creditor of an Intra-Group Loan assigns by way of security its claims under that Intra- Group Loan to the Agent (on behalf of the Finance Parties and the Hedging Banks) on the establishment of that Intra-Group Loan;

(iii)

is incurred by an Intermediate Holding Company under (i) the EUROBOND or (ii) under 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; and the amount of any liability in respect of any such guarantee or indemnity;

(iv)

was existing at the date of the Original Agreement; or

(v)

is incurred with the consent of the Lenders.

25.17

Financial Support

(a)

by operation of cash pooling arrangements within the Group;

(b)

in the ordinary course of operation of the Rigs; or

(c)

under (i) any Intra-Group Loan or (ii) any other loan or credit which is fully subordinated to the Facilities and any obligations under the Hedging Agreements provided that (A) no Default is then in existence or will occur from such disposition (B) after giving effect to such disposition, the Borrower will be in compliance with the financial covenants in Clause 24 (Financial covenants);

25.18

Financial assistance

25.19

Insurance

(a)

Each Obligor shall maintain insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

(b)

All insurances must be with reputable independent insurance companies or underwriters.

25.20

Further assurance

(a)

Each Obligor shall (and the Borrower shall procure that each other member of the Group that is a provider of Transaction Security will) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Agent may reasonably specify (and in such form as the Agent may reasonably require in favour of the Agent or its nominee(s)):

(i)

to perfect the Security created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii)

to confer on the Agent or confer on the Finance Parties Security over any property and assets of that Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Security Documents; and/or

(iii)

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security.

(b)

Each Obligor shall (and the Borrower shall procure that each other member of the Group that is a provider of Transaction Security will) 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 conferred or intended to be conferred on the Agent or the Finance Parties by or pursuant to the Finance Documents.

(c)

Each Obligor must use, and must procure that any other member of the Group that is a provider of Transaction Security uses, all reasonable endeavours lawfully available to avoid or mitigate the constraints on the provision of Security provided for in this Agreement.

25.21

Dividends and  share redemption

(a)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its issued shares (or any class of its issued shares) or share capital (or any class of its share capital) (as applicable);

(b)

repay or distribute any dividend or share premium reserve;

(c)

repay any Shareholder Loans; or

(d)

redeem, repurchase, defease, retire or repay any of its issued shares or share capital (as applicable) or resolve to do so,

(i)

the first repayment instalments of the Term Loans have been made in accordance Clause 8 (Repayment) have been made;

(ii)

the Back Stop Facility has been repaid in full;

(iii)

Free Liquidity will be no less than USD 75,000,000 following such Distribution;

(iv)

such Distribution does not exceed 50 per cent. of the Borrower's consolidated net profit in accordance with the Approved Accounting Principles according to the latest relevant financial statement(s); and

(v)

no Event of Default has occurred and is continuing or would occur as a result of the making of such Distribution.

25.22

Bank accounts

(a)

hold and maintain the Earnings Accounts with the Agent; and

(b)

ensure that all Earnings and insurance proceeds are paid directly to the relevant Earnings Account without deductions.

25.23

Listing

25.24

Derivate Transactions

(a)

No Obligor shall enter into any secured interest rate or currency hedging transactions related to the Rigs and the Facilities with other parties than the Hedging Banks.

(b)

No Obligor shall enter into any speculative hedging transactions.

25.25

No change of name etc.

(a)

the end of its fiscal year;

(b)

its nature of business;

(c)

its constitutional documents, except for such changes as are necessary to reflect transactions or corporate actions which are permitted pursuant to the terms of this Agreement;

(d)

its legal name

(e)

its type of organization; or

(f)

its jurisdiction;

25.26

Subordination

(a)

Each Rig Owner shall procure that all Intra-Group Loans are fully subordinated to the interest of the Finance Parties hereunder and the Hedging Banks under the Hedging Agreements and assigned pursuant to an Assignment Agreement or Intra-Group Loan Assignment Agreement.

(b)

The Borrower shall procure that all Shareholder Loans are fully subordinated to the interest of the Finance Parties hereunder and the Hedging Banks under the Hedging Agreements.

(c)

Each Guarantor (other than a Rig Owner) shall procure that any loans or credit in respect of which it is a debtor are fully subordinated to the interest of the Finance Parties hereunder and the Hedging Banks under the Hedging Agreements.

(d)

Each Guarantor shall procure that all amounts payable to and/or claims against it from the Managers and/or any manager are fully subordinated to the interest of the Finance Parties hereunder and the Hedging Banks under the Hedging Agreements.

25.27

Compliance with constitutional documents etc.

25.28

No disposals

25.29

No Joint Ventures

(a)

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or interest in any Joint Venture; or

(b)

transfer any assets or lend to or guarantee or give an indemnity for or give Security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing),

25.30

Permitted Holdco Restrictions

(a)

The Borrower shall not create or permit to subsist any Security or Quasi-Security over its shares or other ownership interests in the Permitted Holdco.

(b)

The Borrower shall ensure that the Permitted Holdco remains a directly wholly owned Subsidiary of the Borrower at all times.

(c)

The Borrower shall ensure that the Permitted Holdco shall not trade, carry on any business, own any assets, establish or maintain any bank accounts, issue any dividends or other distributions, grant any loan or other credit, create or permit to subsist any Security or Quasi-Security over any of its assets or incur any liabilities except for:

(i)

ownership of shares in its Subsidiaries;

(ii)

intra-Group debit balances and intra-Group credit balances documented in writing pursuant to an intra-group funding agreement in form and substance satisfactory to the Agent (in its sole discretion);

(iii)

Security over shares in direct subsidiaries of the Permitted Holdco on terms and in favour of creditors equivalent to the existing security over shares granted by the Borrower over its direct Subsidiaries as of the Effective Date;

(iv)

a guarantee in favour of PPL Shipyard Pte Ltd in respect of certain deferred amounts as contemplated in the Global Amendment Deed in relation to Seller's Credits granted in relation to the jack up rigs "GALAR", "GERD", "GERSEMI", "GRID", "GYME", "NATT", "GROA", "NJORD" and "GUNNLOD" dated on or about the date hereof and entered into between, among others, the Borrower as the parent company and PPL Shipyard Pte Ltd as the seller; and

(v)

other transactions entered into with the prior written consent of the Agent on behalf of the Majority Lenders (in their sole discretion).

(d)

The Borrower shall (and shall ensure that each member of the Group will) ensure that any transfer of funds to the Permitted Holdco is documented pursuant to an intra-group funding agreement in form and substance satisfactory to the Agent (in its sole discretion) or otherwise documented as an intercompany liability in writing.

(e)

The Borrower shall ensure that no member of the Group will make dividends or other distributions to the Permitted Holdco.

25.31

Most Favoured Nations

25.32

Invoices

26	RIG UNDERTAKINGS

26.1	Insurances

(a)

Each Rig Owner shall procure that its Rig is fully insured on an agreed value basis against such risks (including, but not limited to:

(i)

Hull and Machinery, Hull Interest, and Freight Interest;

(ii)

Loss of Hire (in respect of contracts of employment with a duration of nine (9) months or more);

(iii)

Protection & Indemnity (including cover for pollution liability within limits according to the industry practice); and

(iv)

War Risk (including terrorism, piracy, hijacking and confiscation)),

(b)

The aggregate insured value for Hull & Machinery combined with Hull Interest and/or Freight Interest of the Rigs shall at all times be equal to or greater than 120 per cent. of the aggregate outstanding Loans and any undrawn and uncancelled part of the Facilities. The agreed insured value for Hull & Machinery combined with Hull Interest for each Rig shall at all times be equal to or larger than the Market Value of the relevant Rig. The Hull and Machinery insured value of each Rig shall at all times be equal to or larger than 80 per cent. of the Market Value of the relevant Rig, while the remaining cover may be taken out by way of Hull Interest only, or by way of Hull Interest and Freight Interest insurances.

(c)

In addition to the insurances specified above, the Agent will take out (i) Mortgagee Interest Insurance and (ii) Mortgagee Interest Additional Perils Pollution Insurance, in each case on regular market terms, each such insurance to be taken out in an amount covering up to 120 per cent. of the outstanding Loans and any undrawn and uncancelled part of the Facilities, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover.

(d)

If any of the insurances referred to in paragraph (a) above form part of a fleet cover, the Borrower shall procure that the insurers or brokers (as applicable) shall undertake to the Agent that they shall neither set-off against any claims in respect of a Rig any premiums due in respect of other rigs under such fleet cover or any premiums due for other insurances, nor cancel any insurances in relation of a Rig for reason of non-payment of premiums for other rigs under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of each Rig if and when so requested by the Agent.

(e)

Not later than seven (7) days before the expiry date of the relevant insurances, the Borrower shall deliver to the Agent a confirmation from the insurance companies and/or broker(s) through whom the insurances relevant to the Rigs have been placed, evidencing that all insurances referred to in paragraph (a) above have been renewed and/or is in the process of being taken out in respect of the Rigs with insurance values as required by paragraph (b) above, that such insurances will be in full force and effect immediately upon the expiry of the expiring insurances and that the interests of the Finance Parties therein have been noted by the relevant insurers. The Borrowers shall procure that letters of undertaking, as required by the Agent, and copies of all insurance policies, cover notes and certificates of entry are delivered to the Agent.

(f)

Each Rig Owner and if applicable any Intra-Group Charterer shall procure that its Rig is always employed in conformity with the terms of the instruments of insurance (including any expressed or implied warranties) applicable to it and shall comply with such requirements as to payment of premiums, any extra premium, calls, contributions or any other sums payable in respect of the insurances or otherwise as the insurers may prescribe.

(g)

The Agent may, on an annual basis and for the account of the Borrower, appoint an independent and well reputed insurance consultant to consider and determine whether each Rig is fully and properly insured and employed in accordance with paragraphs (a) – (f) above. If at any time the contrary is so determined, each Rig Owner and if applicable any Intra-Group Charterer shall, following a written request to the Borrower from the Agent (on behalf of the Finance Parties) immediately ensure that its Rig(s) is fully and properly insured and employed as set out in paragraphs (a) – (f) above and provide the Agent with evidence in a form and substance satisfactory to it thereof.

26.2	Notification

(a)

any occurrence as a result of which its Rig has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(b)

the occurrence of any Environmental or Social Claim, Labour or Human Rights Claim or any Social Claim against an Obligor or any Manager which is likely to be determined adversely to it, or any incident, event or circumstances which is likely to give rise to any such Environmental or Social Claim, Labour or Human Rights Claim or Social Claim and which, if so adversely determined or otherwise, might reasonably be expected to have a Material Adverse Effect; and

(c)

any capture, seizure, arrest, confiscation or detention of, or the exercise or purported exercise of any lien on, the Rigs, its insurances, its Earnings or any other assets of a Rig Owner or, in the case of any Intra-Group Charterer, assets subject to the Transaction Security,.

26.3	Compliance with laws etc.

(a)

comply with all laws or regulations:

(i)

applicable to its business; or

(ii)

in the case of a Rig Owner and if applicable any Intra-Group Charterer, applicable to the relevant Rig, its ownership, employment, operation, management and registration,

(b)

obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Permits,

26.4	Inventory of Hazardous Material

26.5	Sustainable and socially responsible dismantling of Rigs

26.6

Arrest

(a)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against its Rig, its Earnings or its Insurances;

(b)

all tolls, taxes, dues, fines, penalties and other amounts charged in respect of its Rig, its Earnings or its Insurances; and

(c)

all other outgoings whatsoever in respect of its Rig, its Earnings or its Insurances;

26.7	Flag, name and registry

26.8

Class

(a)

Each Rig Owner and if applicable any Intra-Group Charterer shall procure that its Rig:

(i)

is classified with an Approved Classification Society;

(ii)

has a class certification acceptable to the Agent;

(iii)

is free of any material and overdue recommendations or adverse notations affecting class; and

(iv)

complies with the rules and regulations of the relevant classification society.

(b)

No Rig Owner or if applicable any Intra-Group Charterer shall change the classification society for its Rig without the prior written consent of the Lenders, other than to another Approved Classification Society.

(c)

Each Rig Owners and if applicable any Intra-Group Charterer shall procure that the classification society sends to the Agent, following receipt of a written request from the Agent, copies of all class records held by the classification society in relation to the Rigs.

(d)

Each Rig Owner and if applicable any Intra-Group Charterer shall at all times ensure compliance in all material respects with all applicable international conventions and regulations, including the SOLAS conventions, the International Management Code for the Safe Operation of Ships and for Pollution Prevention, the International Ship and Port Security Code adopted by the International Maritime Organisation and the Maritime Labour Convention 2006. In particular, the Rig Owners and if applicable any Intra-Group Charterer shall each ensure that any charterer of its Rig and any company performing management services in respect of a Rig complies with said conventions and regulations.

(e)

No Rig Owner or if applicable any Intra-Group Charterer shall not permit its Rig to enter the territorial waters of the US unless a valid Certificate of Financial Responsibility as required by the United States Coast Guard has been obtained for that Rig in advance.

(f)

No Rig Owner or if applicable any Intra-Group Charterer shall, without the prior written consent of the Agent, bring a Rig or allow a Rig to be brought to any yard for repairs or for the purpose of work being done upon her where the costs of such repairs or work is likely to exceed USD 5,000,000 (or the equivalent thereof in any other currency), unless such person shall first have given to the Agent (in terms reasonably satisfactory to it) a written undertaking not to exercise any lien on that Rig or its Insurances or Earnings for the cost of such repairs or work or otherwise;

26.9	Repair and maintenance

26.10

Inspection

(a)

Each Rig Owner and if applicable any Intra-Group Charterer shall permit, and shall procure that any manager or charterer permits, the Agent (acting through surveyors or other persons appointed by it for that purpose) to board each Rig once a year and with prior notice to the Rig Owner or if applicable any Intra-Group Charterer, and provided that such inspection does not unreasonably interfere with the relevant Rig Owner's or end user's normal operations (unless a Default has occurred and is continuing, in which case such inspections may be conducted at any time and on any number of occasions) and the Agent and such person signing usual indemnities given by third parties boarding the Rig, to inspect its condition or to satisfy itself about proposed or executed repairs, and shall afford all proper facilities for such inspections.

(b)

Any such inspection made once a year, or in the event that a Default has occurred and is continuing, shall be made at the cost of the Borrower, and in any other event such costs shall be carried by the Lenders.

26.11

Management

(a)

Each Rig Owner and if applicable any Intra-Group Charterer shall procure that commercial and technical management of is Rig is at all times performed by a Manager or, if required due to local law requirements or by any charterer or end user of its Rig, another company approved by the Agent.

(b)

No change of management shall take place without the prior written consent of the Lenders, unless to another Manager.

(c)

If a change in the commercial or technical management of a Rig occurs in accordance with paragraph (a) or (b) above, the relevant Rig Owner and if applicable any Intra-Group Charterer shall procure that such new Manager or other company issues a manager's subordination undertaking substantially in the same form as provided on or about the date of the Original Agreement.

26.12

Minimum value

(a)

The Borrower shall procure that the aggregate Market Value of the Rigs (plus any additional security previously provided by an Obligor under paragraph (b) below) is at all times at least equal to 175 per cent. of the aggregate outstanding Loans and any undrawn and uncancelled part of the Facilities.

(b)

The Borrower shall, if the Market Value does not at any time comply with the requirements set out in paragraph (a) above, within fourteen (14) days from receipt of a written demand from the Agent (acting on the instructions of the Majority Lenders) either make a cancellation or, if required, prepayment of the Loans in accordance with Clause 9.7 (Voluntary cancellation), or provide the Finance Parties with cash or other additional Security, in form and substance satisfactory to the Lenders, required to restore the aforesaid ratio.

26.13

Chartering

26.14

Reflagging

27	EVENTS OF DEFAULT

27.1	Non-payment

(a)

its failure to pay is caused by:

(i)

a one-off administrative or technical error; or

(ii)

a Disruption Event; and

(b)

payment is made within three (3) Business Days of its due date.

27.2	Financial covenants etc.

27.3	Other obligations

(a)

An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.1 (Non-payment) and Clause 27.2 (Financial covenants etc.)).

(b)

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) Business Days of the earlier of:

(i)

the Agent giving notice to the Borrower; and

(ii)

an Obligor becoming aware of the failure to comply.

27.4	Misrepresentation

27.5	Cross-default

(a)

Any Financial Indebtedness of an Obligor is not paid when due nor within any originally applicable grace period.

(b)

Any Financial Indebtedness of an Obligor 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 an Obligor is cancelled or suspended by a creditor as a result of an event of default (however described).

(d)

Any creditor of an Obligor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).

(e)

No Event of Default will occur under this Clause 27.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than USD 10,000,000 (or its equivalent in any other currencies).

27.6	Insolvency

(a)

An Obligor:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

suspends making payments on any of its debts; or

(iii)

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 its indebtedness.

(b)

The value of the assets of an Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c)

A moratorium is declared in respect of any indebtedness of an Obligor.

27.7	Insolvency proceedings

(a)

Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, a moratorium of any indebtedness, liquidation, winding- up, strike-off, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of an Obligor;

(ii)

a composition, compromise, assignment or arrangement with any creditor of an Obligor;

(iii)

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer (including, without limitation, any receiver and/or manager and/or administrative receiver appointed in the British Virgin Islands) in respect of an Obligor or any of its assets;

(iv)

enforcement of any Security over any assets of an Obligor, or any analogous procedure or step is taken in any jurisdiction.

(b)

Paragraph (a) above shall not apply to any winding-up petition which is being contested in good faith and with due diligence and is discharged, stayed or dismissed within 21 days of commencement.

27.8	Creditor's process

27.9	Unlawfulness and invalidity

(a)

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or any Transaction Security created or expressed to be created or evidenced by the Security Documents ceases to be effective.

(b)

Any obligation or obligations of an Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(c)

Any Finance Document ceases to be in full force and effect or any Transaction Security ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

27.10

Repudiation  and rescission

(a)

An Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Finance Document or any Transaction Security.

(b)

Any Finance Document ceases to exist, is or becomes contested, invalid, non-binding or unenforceable or is otherwise jeopardized in full or in part.

27.11

Material adverse change

27.12

Failure of effectiveness of the Security Documents

27.13

The Rigs

(a)

Class certification of a Rig is withdrawn.

(b)

There is an instability affecting a country of flag which could reasonably be expected to jeopardise the Transaction Security and each affected Rig is not transferred to another Approved Ship Registry promptly upon a reasonable request by the Agent.

27.14

Sanctions

(a)

Any Obligor or any of its Subsidiaries becomes a Restricted Party or becomes owned or controlled by, or acts directly or indirectly on behalf of, a Restricted Party or any of such persons becomes the owner or controller of a Restricted Party;

(b)

Any proceeds of a Loan are made available, directly or indirectly, to fund any trade, business or other activities involving or for the benefit of a Restricted Party or in any country or territory, that, at the time of such funding, is a sanctioned country or otherwise is, directly or indirectly, applied in a manner that would result in a violation of Sanctions by a Finance Party or any Obligor or for any purpose prohibited by Sanctions; or

(c)

Any Obligor or any of its Subsidiaries takes any action resulting in a violation by such persons of Sanctions or which constitutes or would constitute any such violation by a Finance Party or any Obligor.

27.15

Guarantors

27.16

Cessation of business

27.17

Expropriation

27.18

Litigation

27.19

Acceleration

(a)

cancel all or any part of the Total Commitments whereupon they shall immediately be cancelled;

(b)

declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable;

(c)

declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Lenders;

(d)

declare that cash cover in respect of each Trade Finance Instrument is immediately due and payable whereupon it shall become immediately due and payable;

(e)

declare that cash cover in respect of each Trade Finance Instrument is payable on demand at which time it shall immediately become due and payable on demand by the Agent on the instructions of any Lender; and/or

(f)

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

27.20

Automatic Acceleration

28	CHANGES TO THE LENDERS

28.1	Assignments and transfers by the Lenders

(a)

assign any of its rights; or

(b)

transfer any of its rights and obligations,

28.2	Borrower consultation

(a)

to another Lender or an Affiliate of any Lender;

(b)

to a fund which is a Related Fund of that Existing Lender;

(c)

without prejudice to paragraph (a) above, to a Lender or an Affiliate of a Lender and made in connection with the first utilisation of the Incremental Amount; or

(d)

made at a time when an Event of Default is continuing.

28.3	Other conditions of assignment or transfer

(a)

An assignment or transfer will only be effective if the procedure set out in Clause 28.6 (Procedure for transfer) is complied with.

(b)

The consent of the Issuing Bank is required for any assignment or transfer by an Existing Lender of any of its rights and/or obligations under the Trade Finance Facility.

(c)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 15 (Tax gross-up and indemnities) or Clause 16 (Increased Costs),

(d)

Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

28.4	Assignment or transfer fee

28.5	Limitation of responsibility of Existing Lenders

(a)

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)

the financial condition of any Obligor;

(iii)

the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

(b)

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)

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-transfer from a New Lender of any of the rights and obligations transferred under this Clause 28;

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

28.6	Procedure for transfer

(a)

Subject to the conditions set out in Clause 28.3 (Other conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate 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.

(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 transfer to such New Lender.

(c)

On the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");

(ii)

each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)

the Agent, the New Lender, the Issuing Bank and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Issuing Bank and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)

the New Lender shall become a Party as a "Lender".

28.7	Copy of Transfer Certificate to the Borrower

28.8	Security over Lenders' rights

(a)

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)

in the case of any Lender which is a fund, any charge, assignment or other security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

(c)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or security for the Lender as a party to any of the Finance Documents; or

(d)

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

29	CHANGES TO THE OBLIGORS

29.1	Assignments and transfer by Obligors

29.2	Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers

(a)

Subject to completion of any "know your customer" checks required by the Finance Parties, the Borrower may (A) in connection with the replacement of a Rig or a Replacement Rig pursuant to Clause 29.5 (Replacement Rigs), (B) in connection with the chartering of a Rig to a Subsidiary that is not an Intra-Group Charterer pursuant to Clause 26.13 (Chartering) or (C) in connection with the establishment of any Incremental Amount pursuant to Clause 10.5 (Conditions to Establishment) request that any of its wholly owned Subsidiaries/that Subsidiary become an Additional Guarantor and an Additional Rig Owner, an Additional Intermediate Holding Company or an Additional Intra-Group Charterer (as the case may be). That Subsidiary shall become an Additional Guarantor and an Additional Rig Owner, an Additional Intermediate Holding Company or an Additional Intra-Group Charterer (as the case may be) if:

(i)

the Borrower delivers to the Agent a duly completed and executed Accession Letter; and

(ii)

the Agent has received all of the documents and other evidence listed in paragraph 1 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor and Additional Rig Owner, Additional Intermediate Holding Company or an Additional Intra-Group Charterer (as the case may be), each in form and substance satisfactory to the Agent.

(b)

The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in paragraph 1 of Schedule 2 (Conditions Precedent).

29.3	Repetition of Representations

29.4	Resignation of a Guarantor, a Rig Owner, an Intermediate Holding Company or an Intra-Group Charterer

(a)

The Borrower may in connection with (A) the replacement of a Rig or a Replacement Rig pursuant to Clause 29.5 (Replacement Rigs) or (B) the expiry of a charter to which an Intra- Group Charterer is a part, request that a Guarantor, a Rig Owner, an Intermediate Holding Company and/or an Intra-Group Charterer or that Intra-Group Charterer ceases to be a Guarantor, a Rig Owner, an Intermediate Holding Company or an Intra-Group Charterer by delivering to the Agent a Resignation Letter.

(b)

The Agent shall accept a Resignation Letter and notify the Borrower and the Lenders of its acceptance if:

(i)

no Default is continuing or would result from the acceptance of the Resignation Letter (and the Borrower has confirmed this is the case);

(ii)

all the Lenders have consented to the Borrower's request; and

(iii)

the Guarantor, the Rig Owner, the Intermediate Holding Company or the Intra- Group Charterer is replaced by an Additional Guarantor, and Additional Intermediate Holding Company, an Additional Rig Owner or an Additional Intra- Group Charterer (as the case may be) pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers) and Clause 29.5 (Replacement Rigs).

29.5	Replacement Rigs

(a)

A Rig may be exchanged with one or more Replacement Rigs.

(b)

A replacement of a Rig by a Replacement Rig will only be effective once:

(i)

the entity which owns the Replacement Rig has acceded to this Agreement as an Additional Rig Owner and Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers);

(ii)

any Group entity which charters the Replacement Rig has acceded to this Agreement as an Additional Intra-Group Charterer and Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers);

(iii)

any intermediary holding company which owns shares in the relevant Additional Rig Owner has acceded to this Agreement as an Additional Intermediate Holding Company and an Additional Guarantor pursuant to Clause 29.2 (Additional Guarantors, Intermediate Holding Companies, Rig Owners and/or Intra-Group Charterers);

(iv)

the relevant Additional Guarantor, Additional Intermediate Holding Company and Additional Rig Owner or Additional Intra-Group Charterers have entered into all relevant Security Documents in form and substance satisfactory to the Agent; and

(v)

the Borrower or (if relevant) any intermediary holding company which owns shares in the relevant Additional Rig Owner has granted a Share Pledge over the shares in the relevant Additional Rig Owner, in form and substance satisfactory to the Agent.

(c)

A Rig may only be replaced by a Replacement Rig on the occurrence of a Total Loss or sale of such Collateral Rig or its removal following designation by the Borrower for other purposes (in the Borrower's sole discretion).

30	THE ROLE OF THE AGENT, THE ARRANGERS, THE COORDINATORS, THE ISSUING BANK AND THE REFERENCE BANKS

30.1	Appointment of the Agent

(a)

Each other Finance Party and Hedging Bank appoints the Agent to act as its agent under and in connection with the Finance Documents and the Hedging Agreements.

(b)

Each other Finance Party and each Hedging Bank authorises the Agent:

(i)

to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions;

(ii)

to execute each of the Security Documents and all other documents that may be approved by the Majority Lenders for execution by it; and

(iii)

to act as its security agent and (to the extent permitted under any applicable law) trustee under and in connection with the Security Documents.

30.2	Instructions

(a)

The Agent shall:

(i)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b)

The Agent shall be entitled to request instructions, or clarification of any instruction, from the Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)

The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e)

In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f)

The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (f) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

30.3	Duties of the Agent

(a)

The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)

Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c)

Without prejudice to Clause 28.7 (Copy of Transfer Certificate to the Borrower), paragraph

(d)

above shall not apply to any Transfer Certificate.

(e)

Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(f)

If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(g)

If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(h)

The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.4	Role of the Arrangers

30.5	No fiduciary duties

(a)

Nothing in any Finance Document constitutes the Agent, any Arranger, or the Issuing Bank as fiduciary of any other person.

(b)

Neither the Agent, any Arranger nor the Issuing Bank shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

30.6	Business with the Group

30.7	Rights and discretions

(a)

The Agent and the Issuing Bank 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 Lenders, any Lender 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,

(b)

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.1 (Non-payment));

(ii)

any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(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.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, 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 necessary.

(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.

(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, the Agent is not 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.

(i)

Notwithstanding any provision of any Finance Document to the contrary, neither the Agent or the Issuing Bank is 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.

30.8	Responsibility for documentation

(a)

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, an Obligor or any other person in or in connection with any Finance Document or the transactions contemplated in the Finance Documents;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance 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

(c)

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 applicable law or regulation relating to insider dealing or otherwise.

30.9	No duty to monitor

(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.

30.10

Exclusion of liability

(a)

Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent or the Issuing Bank), neither the Agent nor the Issuing Bank will be liable 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, 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 or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or

(iii)

without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of the Agent) 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,

(b)

No Party (other than the Agent or the Issuing Bank (as applicable)) may take any proceedings against any officer, employee or agent of the Agent or the Issuing Bank 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 or the Issuing Bank may rely on this Clause.

(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 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 and each Lender confirms to the Agent 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.

(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 shall be limited to the amount of actual loss which has 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.

30.11

Lenders' indemnity to the Agent

30.12

Resignation of the Agent

(a)

The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

(b)

Alternatively the Agent may resign by giving thirty (30) days notice to the Lenders and the Borrower, in which case the Lenders (after consultation with the Borrower) may appoint a successor Agent.

(c)

If the Lenders have not appointed a successor Agent in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent.

(d)

If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 30 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

(e)

The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three (3) Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f)

The Agent's resignation notice shall only take effect upon the appointment of a successor.

(g)

Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 30 and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h)

After consultation with the Borrower, the Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

(i)

The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)

the Agent fails to respond to a request under Clause 15.7 (FATCA information) and a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Agent pursuant to Clause 15.7 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)

the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,

30.13

Confidentiality

(a)

In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(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, the Agent is not 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 a breach of a fiduciary duty.

30.14

Relationship with the Lenders

(a)

The Agent may treat the person shown in its records as Lender 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 the Lender 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,

(b)

Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address and (where communication by electronic mail or other electronic means electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 36.2 (Addresses) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

30.15

Credit appraisal by the Lenders and the Issuing Bank

(a)

the financial condition, status and nature of each Obligor;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)

whether that Lender or Issuing Bank has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by 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;

(d)

the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(e)

the right or title of any person in or to, or the value or sufficiency of any part of the assets subject to the Transaction Security, the priority of any of the Transaction Security or the existence of any security affecting the assets subject to the Transaction Security.

30.16

Agent's management time

30.17

Deduction from amounts payable by the Agent

30.18

Reference Banks

(a)

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

(b)

No Reference Bank is under any obligation to provide a quotation or any other information to the Agent.

(c)

No Reference Bank will be liable for any action taken by it under or in connection with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(d)

No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 30.18.

30.19

Custodians and nominees

31	CONDUCT OF BUSINESS BY THE FINANCE PARTIES AND HEDGING BANKS

(a)

interfere with the right of any Finance Party or any Hedging Bank to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)

oblige any Finance Party or any Hedging Bank to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)

oblige any Finance Party or any Hedging Bank to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

32	SHARING AMONG THE FINANCE PARTIES

32.1	Payments to the Finance Parties

(a)

the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Agent;

(b)

the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c)

the Recovering Finance Party shall, within three (3) Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.5 (Partial payments).

32.2	Redistribution of payments

32.3	Recovering Finance Party's rights

32.4	Reversal of redistribution

(a)

each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b)

as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

32.5	Exceptions

(a)

This Clause 32 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b)

A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)

it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

32.6	Distribution of enforcement proceeds

(a)

firstly, in or towards payment of costs and expenses incurred by the Agent and the other Finance Parties in connection with such realisation and enforcement;

(b)

secondly, in the order of priority set out at Clause 33.5 (Partial Payments).

33	PAYMENT MECHANICS

33.1	Payments to the Agent

(a)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

33.2	Distributions by the Agent

33.3	Distributions to an Obligor

33.4

Clawback

(a)

Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

33.5	Partial payments

(a)

If the Agent receives a payment for application against amounts due in respect of any Finance Document or Hedging Agreement that is insufficient to discharge all the amounts then due and payable by an Obligor under that Finance Document or Hedging Agreement, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents and the Hedging Agreements in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Issuing Bank (other than any amount under Clause 7.2 (Claims under a Trade Finance Instrument) or, to the extent relating to the reimbursement of a claim (as defined in Clause 7 (Trade Finance Instruments), Clause 7.3 (Indemnities)) under those Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement and any amount due but unpaid under Clauses 7.2 (Claims under a Trade Finance Instrument) and 7.3 (Indemnities);

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents (except any Hedging Agreement); and

(v)

fifthly, in or towards payment of any sum due but unpaid under the Hedging Agreements, pro rata in accordance with the amount of outstanding liabilities under the respective Hedging Agreements (after application of any netting arrangements in respect thereof).

(b)

The Agent shall, if so directed by the Lenders and the Hedging Banks, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

33.6	No set-off by Obligors

33.7	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.

33.8	Currency of account

(a)

Subject to paragraphs (b) and (c) below, USD is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)

Any amount expressed to be payable in a currency other than USD shall be paid in that other currency.

33.9	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 interbank market and otherwise to reflect the change in currency.

34

SET-OFF

35	SUBORDINATION OF INTRA-OBLIGOR LIABILITIES

35.1	Definitions

35.2	Subordination of Intra-Obligor Liabilities

(a)

if an Event of Default has occurred and is continuing, it will not make any claim for, or accept, payment of any kind from any Obligor under or in relation to Intra-Obligor Liabilities, including but not limited to any principal amount, interest, fee or charge outstanding or due thereunder;

(b)

it will not take any Security from any Obligor in relation to any Intra-Obligor Liabilities;

(c)

it will not assign, transfer or otherwise dispose of any of its rights or obligations under any Intra-Obligor Liabilities;

(d)

it will not take any action to petition for bankruptcy or other insolvency proceedings of any Obligor, or enforce any claim under any Intra-Obligor Liabilities;

(e)

if so required by any Finance Party it will enter into an assignment agreement in favour of the Agent (on behalf of the Finance Parties) pursuant to which any such Intra-Obligor Liabilities to which it is a creditor is assigned as security for the obligations of the Borrower under the Finance Documents; and

(f)

any monies received by it in conflict with this Clause 35.2 (Subordination of Intra- Obligor Liabilities), shall forthwith be paid to the Agent (on behalf of the Finance Parties) until all sums due and to become due to the Finance Parties under the Finance Documents have been fully paid and discharged.

35.3	Agent's right to discharge Intra-Obligor Liabilities

36

NOTICES

36.1	Communications in writing

36.2

Addresses

36.3

Delivery

(a)

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of e-mail, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

(b)

All notices from or to the Borrower shall be sent through the Agent.

(c)

Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

(d)

Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 4:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.4	Notification of postal address and e-mail address

36.5	Electronic communication

(a)

Any communication to be made between any two Parties under or in connection with the Finance Documents may be made 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 (5) Business Days' notice.

(b)

Any electronic communication specified in (a) above to be made between any two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(c)

Any electronic communication which becomes effective, in accordance with paragraph (b) above, after 4.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

36.6	English language

(a)

Any notice given under or in connection with any Finance Document must be in English.

(b)

All other documents provided under or in connection with any Finance Document must 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.

37	CALCULATIONS AND CERTIFICATES

37.1

Accounts

37.2	Certificates and determinations

37.3	Day count convention

38	PARTIAL INVALIDITY

39	REMEDIES AND WAIVERS

40	AMENDMENTS AND WAIVERS

40.1	Required consents

(a)

Subject to Clause 40.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

(b)

The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 40.

40.2	Exceptions

(a)

An amendment or waiver of any terms of any Finance Document that has the effect of changing or which relates to:

(i)

the definitions of "Approved Ship Registry", "Majority Lenders", "Relevant Person", "Restricted Party", "Sanctions", "Sanctions Authority", and "Sanctions List" in Clause 1.1 (Definitions);

(ii)

an extension to the date of payment of any amount under the Finance Documents;

(iii)

a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)

an increase in or an extension of any Commitment;

(v)

a change to the Borrower or the Guarantors (other than in accordance with Clause 29 (Changes to the Obligors));

(vi)

any provision which expressly requires the consent of all the Lenders;

(vii)

Clauses 2.3 (Finance Parties' rights and obligations), Clause 25.6 (Compliance with laws and Sanctions), Clause 28 (Changes to the Lenders), Clause 29 (Changes to the Obligors), this Clause 40, Clause 45 (Governing law) or Clause 47.1 (Jurisdiction);

(viii)

(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(A)

the guarantee and indemnity granted under Clause 21 (Guarantee and Indemnity);

(B)

the assets which are subject to Transaction Security; or

(C)

the manner in which the proceeds of enforcement of the Transaction Security are distributed

(ix)

the release of any guarantee and indemnity granted or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or

(x)

prior to the completion of the Equity Raise, Clause 24 (Financial Covenants), may not be effected without the consent of all the Lenders and all the Hedging Banks.

(b)

An amendment or waiver which relates to the rights or obligations of the Agent, an Arranger, a Reference Bank, the Issuing Bank or a Hedging Bank (each in their capacity as such) may not be effected without the consent of the Agent, that Arranger, that Reference Bank, the Issuing Bank or that Hedging Bank, as the case may be.

40.3	Replacement of Screen Rate

(a)

providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and

(i)

aligning any provision of any Finance Document to the use of that Replacement Benchmark;

(ii)

enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii)

implementing market conventions applicable to that Replacement Benchmark;

(iv)

providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(v)

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 Benchmark (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),

40.4	Excluded Commitments

(a)

its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

41	DISCLOSURE OF INFORMATION AND CONFIDENTIALITY

(a)

Each of the Finance Parties may disclose to each other or to their professional advisers any kind of information which the Finance Parties have acquired under or in connection with any Finance Document. Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by this Clause 41, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. This confidentiality obligation shall not apply to any information which:

(i)

is publicised by a Finance Party as required by applicable laws and regulations;

(ii)

has entered the public domain or is publicly known, provided that such information is not made publicly known by the receiving Finance Party of such information; or

(iii)

was or becomes, as the Finance Party is able to demonstrate by supporting documents, available to such Finance Party on a non-confidential basis prior to the disclosure thereof.

(b)

Notwithstanding anything in paragraph (a) above to the contrary, the Lenders may publicise key information about the transaction, inter alia information relating to:

(i)

the Obligors' names and countries of residence;

(ii)

the date of the Original Agreement;

(iii)

the loan and guarantee amounts available hereunder; and

(iv)

the type of Rig financed hereunder,

(c)

Furthermore, any Finance Party may disclose:

(i)

to any of its Affiliates and related funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that some or all of such Confidential Information 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 the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(ii)

to any person:

(A)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person's Affiliates, related funds, representatives and professional advisers;

(B)

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;

(C)

appointed by any Finance Party or by a person to whom paragraph (ii)(A) or (B) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 30.14 (Relationship with the Lenders));

(D)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (ii)(A) or (ii)(B) above;

(E)

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;

(F)

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;

(G)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.8 (Security over Lenders' rights);

(H)

who is a Party; or

(I)

with the consent of the Borrower;

(A)

in relation to paragraphs (ii)(A), (ii)(B) and (ii)(C) above, the person to whom the Confidential Information is to be given has entered into 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 paragraph (ii)(D) 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 Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to paragraphs (ii)(E), (ii)(F) and (ii)(G) 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

(iii)

to any person appointed by that Finance Party or by a person to whom paragraph (ii)(A) or (ii)(B) 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 paragraph (iii) 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; and

(iv)

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.

42	CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

42.1	Disclosure of Confidential Information

(a)

The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.

(b)

The Agent may disclose:

(i)

any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the Borrower pursuant to Clause 11.4 (Notification of rates of interest); and

(ii)

any Funding Rate or any Reference Bank Quotation 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 or Reference Bank, as the case may be.

(c)

The Agent may disclose any Funding Rate or any Reference Bank Quotation, 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 or Reference Bank Quotation is to be given pursuant to this paragraph (i) 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 or Reference Bank 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 or Reference Bank Quotation 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 or Reference Bank Quotation 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 or Reference Bank, as the case may be.

(d)

The Agent's obligations in this Clause 42.1 relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 11.4 (Notification of rates of interest) provided that (other than pursuant to paragraph (b)0 above) the Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

42.2	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 Facilities 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 the Original Agreement;

(v)

Clause 45 (Governing law);

(vi)

the names of the Agent and the Arrangers;

(vii)

date of each amendment and restatement of this Agreement;

(viii)

amounts of, and names of, the Facilities (and any tranches);

(ix)

amount of Total Commitments;

(x)

currency of the Facilities;

(xi)

type of Facilities;

(xii)

ranking of Facilities;

(xiii)

Termination Date for the Facilities;

(xiv)

changes to any of the information previously supplied pursuant to paragraphs (i) to above; and

(xv)

such other information agreed between such Finance Party and the Borrower,

(b)

The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)

Each Obligor represents that none of the information set out in paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d)

The Agent shall notify the Borrower and the other Finance Parties of:

(i)

the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(ii)

the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

43	ARTICLE 55 OF DIRECTIVE 2014/59/EU – BAIL-IN ACTION

43.1	Definitions

(a)

any obligation of a bank or investment firm or Affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period); and

(b)

any right in a contract governing an obligation of a bank or investment firm or Affiliate of a bank or investment firm may be deemed to have been exercised.

43.2	Contractual recognition of bail-in

(a)

any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it: and

(iii)

a cancellation of any such liability; and

(b)

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

44	COUNTERPARTS

45	GOVERNING LAW

46

CONFLICT

47	ENFORCEMENT

47.1	Jurisdiction

(a)

The courts of Norway, with the Oslo district court as the court of first instance, have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement (a "Dispute").

(b)

This Clause 47.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

47.2	Service of process

(a)

irrevocably appoints Borr Drilling Management AS as its agent for service of process in relation to any proceedings before the Norwegian courts in connection with any Finance Document; and

(b)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

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 a Loan on the following terms:

3	We confirm that on the date of this Utilisation Request each condition specified in Clause 4.2 (Further conditions precedent) is satisfied:

(i)

no Default is continuing or would result from the proposed Loan; and

(ii)

the Repeating Representations are true in all material respects.

4	[This Loan is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Loan]./[The proceeds of this Loan should be credited to [account]].

5	This Utilisation Request is irrevocable.

To:	DNB BANK ASA as Agent
Attn:
Date:	[        ]

1	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2	We refer to the [Facility A Loan] with an Interest Period ending on [ ].

3	We request that the next Interest Period for the [Facility A Loan] shall be is [ ] months.

4	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

5	This Selection Notice is irrevocable.

To:	DNB BANK ASA as Agent
From:	[The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")
Dated:	[        ]

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 28.6 (Procedure for transfer):

(i)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in accordance with Clause 28.6 (Procedure for transfer) together with a proportional interest in the Security Documents.

(iii)

The Facility Office and address and attention details for notices of the New Lender for the purposes of Clause 36.2 (Addresses) are set out in the Schedule.

3	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.5 (Limitation of responsibility of Existing Lenders).

4	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.

5	This Transfer Certificate is governed by Norwegian law.

6	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

[Existing Lender]	[New Lender]
By:	By:
Name:	Name:
Title:	Title:

To:	DNB BANK ASA as Agent
Attn:
Date:	[      ]

BOOK EQUITY RATIO - Clause 24.3
A: Total Book Assets		USD
B: Total Book Liabilities C: Book Equity		USD
D: Book Equity Ratio		USD
		==>
Requirement: D at all times until and including 31 December 2021 to be minimum 25 per cent. and at all times on or after 1 January 2022 to be 40 per cent.			Compliance: Yes / No
WORKING CAPITAL – Clause 24.4
		USD
A: Working Capital		USD
B: Current Assets		USD
C: Current Liabilities
Requirement A = B - C > 0		==>	Compliance: Yes / No
MINIMUM LIQUIDITY – Clause 24.5
A: Cash		USD
B: Free Liquidity		USD
C: Net Interest Bearing Debt		USD
D: Ring-Fenced Liquidity		USD
E: 3 per cent. of C plus D		USD
Requirement: At all times from and including: - the Effective Date to and including 31 December 2020 A to be not less than USD 5,000,000 - 1 January 2021 to and including 30 June 2021 A to be not less than USD 10,000,000 - 1 July 2021 to and including 30 September 2021 A to be not less than USD 15,000,000 - 1 October 2021 to and including 31 December 2021 A to be not less than USD 20,000,000 - 1 January 2022 and thereafter B to be no less than the higher of USD 30,000,000 and E		==>	Compliance: Yes/No

DEBT SERVICE COVER RATIO – Clause 24.6
A: EBITDA		USD
B:interest expenses		USD
C: scheduled debt amortisation		USD
Requirement: A / (B + C) = at all times on or after 31 December 2021 exceed 1.25x		==>	Compliance: Yes/No

MINIMUM VALUE – Clause 26.12 Ref. enclosed valuations reports of the Rigs   A: Average Market Value of the Rigs   B: Aggregate amount of Loans and any undrawn and uncancelled part of the Facility   Requirement: A to B at least 175 per cent.		USD USD     ==>	Compliance: Yes/No

To:	DNB Bank ASA as Agent
From:	Borr Drilling Limited as Borrower and the entities listed in the Schedule as Incremental Lenders (the "Incremental Lenders")
Dated:	[  ]

1

We refer to the Agreement. This is the Incremental Notice. This Incremental Notice shall take effect as the Incremental Notice for the purposes of the Agreement. Terms defined in the Agreement have the same meaning in this Incremental Notice unless given a different meaning in this Incremental Notice.

2	We refer to Clause 10 (Establishment of the Incremental Amount) of the Agreement.

3	We request the increase of Facility A and the of the Revolving Facility with the following Incremental Amount:

(a)

Total Incremental Commitments: USD []

(b)

Incremental Amount Conditions Precedent:

(a)

Rig: Odin

4	The proposed Establishment Date is [     ].

5	The Borrower confirms that:

(a)

the Incremental Lenders and the Incremental Commitments set out in this Incremental Notice have been selected and allocated in accordance with Clause 10.1 (Selection of Incremental Lenders)] of the Agreement; and

(b)

each condition specified in paragraph (a)(i) of Clause 10.5 (Conditions to establishment) of the Agreement is satisfied on the date of this Incremental Notice.

6	Each Incremental Lender agrees to assume and will assume all of the obligations corresponding to the Incremental Commitments set opposite its name in the Schedule as if it had been an Original Lender under the Agreement in respect of those Incremental Commitments.

7	On the Establishment Date each Incremental Lender becomes party to the relevant Finance Documents as a Lender.

8	Each Incremental Lender expressly acknowledges the limitations on the Lenders' obligations referred to in Clause 10.11 (Limitation of responsibility) of the Agreement.

9	Each Incremental Lender confirms that it is not an Affiliate of a member of the Group.

10	The Facility Office and address and attention details for notices of the Incremental Lender for the purposes of Clause 36.2 (Addresses) of the Agreement are:

11	This Incremental Notice is irrevocable.

12	This Incremental Notice 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 Incremental Notice.

13	This Incremental Notice is governed by Norwegian law.

14	The courts of Norway have exclusive jurisdiction to settle any dispute arising out of or in connection with this Incremental Notice and the parties therefore irrevocably submit to the exclusive jurisdiction of the Oslo district court (Oslo tingrett).

15	This Incremental Notice has been entered into on the date stated at the beginning of this Incremental Notice.

By: Name: Title:

By: Name: Title:

By: Name: Title:

By: Name: Title: