Common use of Covenants of the Parties Clause in Contracts

Covenants of the Parties. (a) Each of the parties hereto agrees to cause each director of the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent to the assignment of the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreement, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b). (c) The Sellers hereby agree and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to use commercially reasonable efforts to ensure that the Encumbrances on the Securities under the Equity Margin Loan shall be removed promptly following the execution of this Agreement.

Covenants of the Parties. (a) Each Efforts and Actions to Cause Closing to Occur; HSR Act. (i) Prior to the Closing, upon the terms and subject to the conditions of this Agreement, the parties hereto agrees shall use their best efforts to take, or cause each director of to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable (subject to any applicable laws) to consummate the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent Closing as promptly as practicable including, but not limited to the assignment preparation and filing of all forms, registrations and notices required to be filed to consummate the Assigned Interests Closing and the taking of such actions as are necessary to Brookfield TOLPobtain any requisite approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or any Governmental Entity. In addition, no party hereto shall take any action after the date hereof that could reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity or other person required to be obtained prior to Closing. (bii) The Sellers agree that Within 10 business days following the Service Providers may not terminate any Current Service execution of this Agreement, or any Current Service provided thereunderthe Purchaser and the Selling Stockholder shall both file with the Federal Trade Commission and the Department of Justice the notification and report form required of them under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"), for any reason during the 18-month period following the Closing other than with respect to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement. The Purchaser and the Selling Stockholder shall both promptly submit any additional materials that may be reasonably requested by governmental officials in connection therewith pursuant to the HSR Act and exercise best efforts to obtain early termination of the waiting period, and otherwise obtain prompt clearance, under the HSR Act. Each of the Purchaser and the Selling Stockholder shall give the other than as set forth reasonably prompt notice of any communication with, and any proposed understanding, undertaking or agreement with, any governmental authority regarding any such filings or any such transaction. Neither the Purchaser nor the Selling Stockholder, shall independently participate in this Section 6(b)any meeting, or engage in any substantive conversation, with any governmental authority in respect of any such filings, investigation or other inquiry without giving the other prior notice (if practicable) of the meeting and discussing with the Purchaser or the Selling Stockholder. The Purchaser and the Selling Stockholder shall promptly notify the Escrow Agent (with a copy to the other party) immediately upon the expiration or earlier termination of the waiting period under the HSR Act. The Purchaser and the Selling Stockholder shall share equally the filing fees by the parties pursuant to the HSR Act. (ciii) The Sellers hereby Notwithstanding the foregoing or any other covenant herein contained, nothing in this Agreement shall be deemed to require the Purchaser to divest or hold separate any assets or agree to limit its normal and acknowledge regular operations after the Closing. To the knowledge of the Purchaser, there is not any aspect of its businesses that the Trademark License Agreement, dated as of September 25, 2017, may require any such action on its part that would reasonably be expected to be imposed by and between Teekay Corp and the Partnership, shall remain in full force and effect and shall not be amended, terminated or otherwise modified any Governmental Authority as a result condition to the expiration or termination of the consummation of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month waiting period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to use commercially reasonable efforts to ensure that the Encumbrances on the Securities under or clearance under the Equity Margin Loan shall be removed promptly following the execution of this AgreementHSR Act.

Covenants of the Parties. (a) 5.1 Each of the parties hereto agrees Parties agree to take all such actions as are within their power to control, and to use their best efforts to cause other actions to be taken which are not within their power to control, so as to ensure compliance with each director of the GP directly or indirectly appointed or designated by such party to vote in favor conditions and covenants set forth herein which are for the benefit of the Partnership’s consent other Party or to otherwise consummate the transactions contemplated herein. Each of the Government, the Company the Strategic Partner and the Principals shall refrain from taking any action that would render any representation or warranty made by it and contained in this Agreement inaccurate. 5.2 Each of the Strategic Partner and the Principals shall take all necessary steps to preserve and keep the records of the Company in connection with the completion of the transactions contemplated by this Agreement for a period of 6 (six) years from the Closing Date, or for any longer period as may be required by any Law or Governmental Authority, and shall make such records available to the assignment Government or the Company as may be reasonably required by the Government or the Company, as the case may be, in connection with a Claim by the Strategic Partner, Principal(s) or another Person against the Government or the Company, as the case may be, under this Agreement or otherwise. 5.3 Each of the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that Strategic Partner and the Service Providers may Principals shall not terminate any Current Service Agreementissue, or any Current Service provided thereunder, for any reason during cause the 18-month period following the Closing other than with respect to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month periodpublication of, any Current Service Agreement press release or any Current Service may be terminated by either the Service Provider other announcement or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of public communication concerning the transactions contemplated by this Agreement, other than as set forth in this Section 6(b).except: (ca) The Sellers hereby agree and acknowledge that With the Trademark License Agreementprior approval of the Government, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain in full force and effect and which approval shall not be amendedunreasonably withheld; or (b) When required by Law after prior consultation with the Government, terminated or otherwise modified as a result of and then only to the consummation of the transactions contemplated extent required by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the ClosingLaw. 5.4 If, the parties will, at Teekay’s request (but Closing Date is not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to use commercially reasonable efforts to ensure that the Encumbrances on the Securities under the Equity Margin Loan shall be removed promptly following the date of execution of this Agreement, the Strategic Partner shall be entitled to nominate not more than of its representatives to be stationed at the Company. Such representatives shall have, subject to applicable laws, without interference to the ordinary conduct of the Company’s business, access to the employees, agents, representatives, officers, consultants, auditors, premises, plant, machinery, books of account, records, documents, writings and other papers of the Company. The representatives shall also be provided with copies of all notices concerning shareholders meetings of the Company and meetings of the Board or any committee of such Board along with all agenda papers, and representatives nominated by the Strategic Partner shall be entitled to attend such meetings as special invitees and observers. 5.5 The Government and the Strategic Partner covenants and undertakes that each of them shall vote in favour of necessary resolutions seeking to amend the Memorandum of Association and the Articles of Association so as to enable the following: (a) reflect the provisions of the Shareholders Agreement; (b) reflect the change in status of the Company from a government company under Section 617 of the Act to a non – government company.

Covenants of the Parties. 7.1 Operation of the Transferred Assets Pending the Completion Date --------------------------------------------------------------- Until the Completion Date, Seller shall, and shall cause its Affiliates to, (unless prior written consent of Purchaser or except as otherwise contemplated by this Agreement): (a) Each Continue to deal with the Transferred Assets consistent with past practices; in particular and without limitation to the generality of the parties hereto agrees foregoing, Seller shall and shall cause its Affiliates to cause each director deal with any Unsatisfied Orders of Licensed Products in the GP directly or indirectly appointed or designated by such ordinary course of business consistent with past practice and taking into according specific requirement of third party to vote in favor of the Partnership’s consent to the assignment of the Assigned Interests to Brookfield TOLPcustomers. (b) The Sellers agree In the event that the Service Providers may not terminate any Current Service Agreement, Seller or any Current Service provided thereunderof its Affiliates receives written notice by a competent Governmental Body of a material violation of any regulatory, for any reason during agency or other requirement relating to the 18-month period following the Closing other than with respect to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of Product Registrations, undertake all such 18-month period, any Current Service Agreement or any Current Service actions as may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice necessary to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to cure such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b).material violation; (c) The Sellers hereby agree and acknowledge that Not amend or terminate the Trademark Gabitril License Agreement. Notwithstanding the foregoing, dated as nothing in this Agreement shall be interpreted or construed to create, for Seller or for any of September 25its Affiliates, 2017an obligation to launch during this period, by and between Teekay Corp and or after the PartnershipCompletion Date, shall remain the Licensed Product in full force and effect and shall not be amended, terminated or otherwise modified as a result any country of the consummation Territory where, at the date hereof, there is a Product Registration but the Licensed Product is not already marketed. 7.2 Reasonable Efforts ------------------ Upon the terms and subject to the conditions hereof, each of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to Parties shall use its commercially reasonable efforts to ensure that fulfill the Encumbrances on conditions precedent set forth in Article 8 hereof to the Securities under extent if is within its power to fulfill such conditions. Each Party shall use all its commercially reasonable efforts to cooperate with the Equity Margin Loan shall be removed promptly following the execution of this Agreementother Party for such purpose.

Covenants of the Parties. (a) Each a. Subject to the terms and conditions hereof, as of the parties hereto agrees to cause each director of TSA Effective Date and for so long as the GP directly or indirectly appointed or designated by such party to vote Termination Date has not occurred, and unless compliance is waived in favor of the Partnership’s consent to the assignment of the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreement, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default writing by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty Required Consenting Lenders (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corpdefined herein), the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement agrees as follows: i. it shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b). (c) The Sellers hereby agree and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to use its commercially reasonable efforts to ensure that (A) complete and satisfy the Encumbrances on conditions necessary to consummate the Securities Transaction, including the Amendment, as contemplated under this Agreement within the timeframes contemplated under Section 7 herein; and (B) take any and all necessary and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under the Equity Margin Loan Term Sheet; ii. it shall cooperate fully with the Consenting Lenders and their respective advisors and shall promptly provide updates to such parties (and promptly respond to any written or oral requests) regarding (A) any potential bankruptcy proceeding to be removed promptly following commenced by the execution Partnership (including but not limited to issues related to valuation of the Partnership or its assets, asset disposition, bankruptcy-related costs and expenses and creditor recoveries); (B) any contingency planning or any other material actions to be taken by or agreements to be entered into by the Partnership; and (C) any discussions or negotiations regarding any of the foregoing; iii. it shall enter into a transaction support agreement or similar agreement substantially in the form of this AgreementAgreement in support of the Transaction on or before May 6, 2016 with Noteholders holding at least 66.67% of the principal amount of the Notes; iv. subject to the Partnership’s fiduciary duties under applicable law and governing documents, it shall take no actions inconsistent with this Agreement or the Term Sheets; and v. if the Partnership receives an unsolicited proposal or expression of interest in undertaking an Alternative Proposal, the Partnership shall, within 24 hours of the receipt of such proposal or expression of interest, notify the Consenting Lenders of the receipt thereof, with such notice to include the material terms thereof, including the identity of the person, entity or group of persons or entities involved, and the Partnership shall not enter into any confidentiality agreement with party proposing an Alternative Proposal unless such party consents in advance to identifying and providing to the 7 Consenting Lenders (under a reasonably acceptable confidentiality agreement) the information contemplated herein. b. Subject to the terms and conditions hereof, as of the TSA Effective Date and for so long as the Termination Date has not occurred, and unless compliance is waived in writing by the Partnership, each Consenting Lender (severally and not jointly) agrees as follows: i. it shall use its commercially reasonable efforts to (A) support, complete, and satisfy the conditions necessary to consummate the Transaction and the Amendment as contemplated under this Agreement and the Term Sheets within the timeframes contemplated under Section 7; (B) take any and all necessary and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under the Term Sheets; and (C) to the extent required by such Consenting Lender, obtain, file, submit or register any and all required regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Transaction and the Amendment; ii. it shall take no actions inconsistent with this Agreement or the Term Sheets; and iii. it shall execute and deliver the Definitive Documents to which it is to be a party, consummate the Amendment contemplated thereby and perform its obligations thereunder.

Covenants of the Parties. 6.1 Conduct of Business Prior to Closing Except as otherwise specifically permitted or required by this Agreement or in connection with the Transactions, or otherwise consented to by the Purchaser in writing, during the period from the date of this Agreement to the earlier of (i) termination of this Agreement, and (ii) Closing: (a) Each of The Company shall operate the parties hereto agrees to cause each director of Business in the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent Ordinary Course, including paying and satisfying all obligations with respect to the assignment of Business as such obligations mature and preserving the Assigned Interests to Brookfield TOLP.Company’s present relationships with its customers, suppliers, Employees and other Persons with whom it has material business relations; (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreement, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect Company shall continue to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain maintain in full force and effect and shall not be amended, terminated or otherwise modified as a result all policies of insurance currently in effect in respect of the consummation Company and the Business and give all notices and present all Claims under all policies of the transactions contemplated by this Agreement, other than as set forth insurance in this Section 6(b).a due and timely fashion; (c) The Sellers hereby agree and acknowledge that Company shall give notice to the Trademark License AgreementPurchaser of any potential defaults or breaches of representations, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain in full force and effect and shall not be amended, terminated warranties or otherwise modified as a result covenants of the consummation Company or the Vendor or any other material matter which may affect the Company or the Business forthwith upon becoming aware of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement.such matters; (d) The Sellers agree to Company shall comply with all Applicable Laws affecting the operations of the Company and the Business; (e) Each of the Company and the Vendor shall use all commercially reasonable efforts to ensure that cause each of the Encumbrances conditions precedent in Article VII and Article VIII to be satisfied; (f) The Company will continue to employ all Employees (other than those who resign, are temporarily laid off, are terminated or whose employment ceases due to death or incapacity) on the Securities under same terms and conditions as are in effect on the Equity Margin Loan date hereof, except as otherwise required by the terms of an existing Contract, existing Employee Plan or by Law; (g) The Company shall be removed promptly following not, without prior written consent of the execution Vendor, perform or make any act or decision or enter into any Contract, commitment or transaction not in the Ordinary Course; (h) Neither the Company nor the Vendor shall, without the prior written consent of the Purchaser, perform or make any act or decision or enter into any Contract, commitment or transaction (A) which could reasonably have a Material Adverse Effect on the Company or the Business or (B) which would constitute a breach of the covenants, representations or warranties of the Company or the Vendor contained in this Agreement. Without limiting the foregoing, the Company shall not, and the Vendor shall cause the Company not to, without the prior written consent of the Purchaser: (i) except as specifically contemplated in this Agreement, amend or restate any organizational, constituent or constating document or instrument of the Company; (ii) make any changes in accounting methods, principles or practices, except as required by IFRS or Applicable Laws; (iii) except as specifically contemplated in this Agreement, issue, grant, redeem, sell, pledge, split, combine, subdivide, reclassify, encumber or change, modify or amend any terms or conditions of any shares, share capital and other ownership interests (including options, warrants and other securities exercisable, exchangeable or convertible into any of them and including the issuance of any shares, share capital and other ownership interests from the exercise, exchange or conversion thereof) of the Company, or make any changes (by recapitalization, reclassification, stock dividend, stock split, combination, reorganization or otherwise) in the capital structure, or amend the terms of any security, of the Company; (iv) except as set out in Schedule 6.1(h)(iv) of the Disclosure Letter, declare or pay any dividend or other distribution (cash or non-cash) or otherwise make any payments in kind, or advance or loan any funds to, any Company shareholder or any Affiliate of any Company shareholder; (v) acquire or initiate new businesses or undertakings or assume any commitment or obligation (by written agreement or otherwise) or sell, encumber or otherwise dispose or distribute any asset except in the Ordinary Course; (vi) enter into any employment, labour, consulting or service Contracts except in the Ordinary Course; (vii) except as may be required by Applicable Laws or in the Ordinary Course, amend, modify or terminate the Employee Plans or pay or agree to pay any pension or retirement allowance or other employee bonus or benefit not required by the existing Employee Plans or commit to any new or renewed Employee Plan; (viii) terminate any employment agreements or give notice of termination except in the Ordinary Course; (ix) recognize any labor organization as the collective representative of any Employees, or enter into any collective bargaining agreement with any labor organization with respect to any such Employees; (x) initiate or settle any Claim to which the Company is, may be or may become a party; (xi) enter into any transaction, understanding or arrangement with any Person with whom it is not acting at arm’s length for the purposes of the Tax Act; (xii) increase the compensation payable (including, but not limited to, wages, salaries, bonuses or any other remuneration) or to become payable to any officer, Employee or contractor or any director of the Company; (xiii) make any capital expenditure or commitment to make a capital expenditure in excess of $100,000 individually or $300,000 in the aggregate or otherwise acquiring any assets or properties; (xiv) except as set out in Schedule 6.1(h)(xiv) of the Disclosure Letter, incur any Indebtedness in excess of $100,000 in the aggregate; (xv) enter into any new Premises Lease; (xvi) amend, revise, renew or terminate any Lease, licence, registered user or other Material Contract to which the Company is a party or which may affect the Company, or the Business or any trade name, business name, trademark, proposed trademark, certification mark, distinguishing guise, industrial design, copyright or patent, whether domestic or foreign and whether registered or unregistered, relating to the Company or the Business; (xvii) rescind, revoke or change any material election with respect to Taxes, change any Tax accounting period, adopt or change any accounting method with respect to Taxes, file any material amended Tax Return, enter into a material agreement with respect to Taxes with any Governmental Authority, surrender any right to claim a refund for Taxes, consent to an extension or waiver of the statute of limitations applicable to any Tax claim or assessment, or take any other similar action; or (xviii) authorize any of, or commit or agree to take any of, the foregoing actions.

Covenants of the Parties. (a) Each a. Subject to the terms and conditions hereof, as of the parties hereto agrees to cause each director of TSA Effective Date and for so long as the GP directly or indirectly appointed or designated by such party to vote Termination Date has not occurred, and unless compliance is waived in favor of the Partnership’s consent to the assignment of the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreement, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default writing by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty Required Consenting Lenders (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corpdefined herein), the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement agrees as follows: i. it shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b). (c) The Sellers hereby agree and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to use its commercially reasonable efforts to ensure that (A) complete and satisfy the Encumbrances on conditions necessary to consummate the Securities Transaction, including the Amendment, as contemplated under this Agreement within the timeframes contemplated under Section 7 herein; and (B) take any and all necessary and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under the Equity Margin Loan Term Sheet; ii. it shall cooperate fully with the Consenting Lenders and their respective advisors and shall promptly provide updates to such parties (and promptly respond to any written or oral requests) regarding (A) any potential bankruptcy proceeding to be removed promptly following commenced by the execution Partnership (including but not limited to issues related to valuation of the Partnership or its assets, asset disposition, bankruptcy-related costs and expenses and creditor recoveries); (B) any contingency planning or any other material actions to be taken by or agreements to be entered into by the Partnership; and (C) any discussions or negotiations regarding any of the foregoing; iii. it shall enter into a transaction support agreement or similar agreement substantially in the form of this AgreementAgreement in support of the Transaction on or before May 6, 2016 with Noteholders holding at least 66.67% of the principal amount of the Notes; iv. subject to the Partnership’s fiduciary duties under applicable law and governing documents, it shall take no actions inconsistent with this Agreement or the Term Sheets; and v. if the Partnership receives an unsolicited proposal or expression of interest in undertaking an Alternative Proposal, the Partnership shall, within 24 hours of the receipt of such proposal or expression of interest, notify the Consenting Lenders of the receipt thereof, with such notice to include the material terms thereof, including the identity of the person, entity or group of persons or entities involved, and the Partnership shall not enter into any confidentiality agreement with party proposing an Alternative Proposal unless such party consents in advance to identifying and providing to the Consenting Lenders (under a reasonably acceptable confidentiality agreement) the information contemplated herein. b. Subject to the terms and conditions hereof, as of the TSA Effective Date and for so long as the Termination Date has not occurred, and unless compliance is waived in writing by the Partnership, each Consenting Lender (severally and not jointly) agrees as follows: i. it shall use its commercially reasonable efforts to (A) support, complete, and satisfy the conditions necessary to consummate the Transaction and the Amendment as contemplated under this Agreement and the Term Sheets within the timeframes contemplated under Section 7; (B) take any and all necessary and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under the Term Sheets; and (C) to the extent required by such Consenting Lender, obtain, file, submit or register any and all required regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Transaction and the Amendment; ii. it shall take no actions inconsistent with this Agreement or the Term Sheets; and iii. it shall execute and deliver the Definitive Documents to which it is to be a party, consummate the Amendment contemplated thereby and perform its obligations thereunder.

Covenants of the Parties. 6.1. Conduct of Business Relating to the NMP-2 Assets. ------------------------------------------------ (a) Each Except as described in Schedule 6.1 or to the extent Buyer otherwise consents in writing, during the period from the date hereof to the Closing Date, Sellers (i) shall operate the NMP-2 Assets in the ordinary course consistent with Good Utility Practices and in accordance with all commitments made by NMPC to the NRC as such commitments may be modified consistent with current industry practices; it being understood that (A) any actions deemed reasonably necessary in the operation of the parties hereto agrees NMP-2 Assets in accordance with Good Utility Practices shall be deemed to cause each director be in the ordinary course unless such actions materially impair the value, rated capacity or operation of the GP directly NMP-2 Assets or indirectly appointed the liabilities and obligations of Buyer after the Closing Date and (B) the capital budget provided to Buyer, dated November 1, 2000, is not inconsistent with such standard; (ii) shall use Commercially Reasonable Efforts to preserve intact the NMP-2 Assets and preserve the goodwill and relationships with customers, suppliers and others having business dealings with them with respect thereto; (iii) shall maintain the insurance coverage described in Section 4.9; and (iv) shall comply in all material respects with all applicable laws, rules and regulations relating to the NMP-2 Assets, including without limitation, all Nuclear Laws and Environmental Laws. Notwithstanding the foregoing, except as contemplated in this Agreement or designated as described in Schedule 6.1, or as required under applicable law or by such party any Governmental Authority, prior to vote the Closing Date, without the written consent of Buyer, which consent shall not be unreasonably withheld, Sellers will not with respect to the NMP-2 Assets: (i) make any material change in favor the levels of Inventories customarily maintained by Sellers with respect to the NMP-2 Assets; (ii) except for Permitted Encumbrances, sell, lease (as lessor), pledge, encumber, restrict, transfer or otherwise dispose of, or grant any right with respect to, any of the Partnership’s consent NMP-2 Assets, other than assets used, consumed or replaced in the ordinary course of business consistent with Good Utility Practices; (iii) modify, amend or voluntarily terminate prior to the assignment expiration date thereof any of Sellers' Agreements and agreements listed in Schedule 4.8 (or any other agreement to the Assigned Interests extent any such extension or amendment thereof would require the agreement to Brookfield TOLP. be disclosed on Schedule 4.8) or any material Permit or Environmental Permits or waive any default by, or release, settle or compromise any claim against, any other Party thereto, other than (a) in the ordinary course of business, to the extent consistent with Good Utility Practices, (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreementwith cause, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated extent consistent with Good Utility Practices or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b). (c) The Sellers hereby agree and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain may be required in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by connection with Sellers' obligations to Buyer under this Agreement; (iv) vary in any material respect from past practice in the timing and extent of commitments to purchase nuclear fuel; provided, however, that -------- ------- Sellers shall not extend or amend Fuel Contracts; (v) enter into any power sales agreement having a term that extends beyond June 30, 2001 or such other date that the Sellers Parties mutually agree to be the date on which the Closing is expected to occur; (vi) amend in any material respect or cancel any property, liability or casualty insurance policies related thereto, or fail to maintain by self insurance or with financially responsible insurance companies insurance in such amounts and against such risks and losses as are customary for such assets and businesses; (vii) enter into any requirements contract for goods or any commitment or contract for non-employment related services, in either case not addressed in clauses (i) through (vi) above, that will be delivered or provided after June 30, 2001 or such other date that the Buyers Parties mutually agree to be the date on which the Closing is expected to occur that following conclusion exceeds $100,000 per annum in the aggregate, unless such commitment or contract is terminable by NMPC (or after the Closing Date by Buyer) without further liability, upon not more than 60 days notice; and (viii) agree to enter into any of the 18-month period following transactions set forth in the Closing, the parties will, at Teekay’s request foregoing paragraphs (but not more frequently than once every six monthsi) through (vii), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (db) The A committee comprised of one or more senior representatives designated by Sellers agree to use commercially reasonable efforts to ensure that and one or more senior representatives designated by Buyer (the Encumbrances on the Securities under the Equity Margin Loan shall "Transition Committee") will be removed promptly following established as soon as practicable after -------------------- the execution of this Agreement to permit Buyer to observe the operation of the NMP-2 Assets and to facilitate the transfer of the NMP-2 Assets to Buyer at the Closing. The Transition Committee will be kept fully apprised by NMPC of all NMP-2 management and operating developments. The Transition Committee shall have reasonable access to the management and Nuclear Oversight Committee of the Board of Directors of NMPC. The Transition Committee shall be accountable directly to the respective chief executive officers of Buyer and Sellers and shall from time to time report its findings to the senior management of Sellers and Buyer. (c) Between the date of this Agreement and the Closing Date, in the interest of cooperation between Sellers and Buyer and to permit informed action by Buyer regarding its rights pursuant to Section 6.1(a), the Parties agree that at the sole responsibility and expense of Buyer, and subject to compliance with all applicable NRC rules and regulations, each Seller will permit designated Buyer Representatives ("Observers") of Buyer to observe all operations of such Seller --------- that relate to the NMP-2 Assets, and such observation will be permitted on a cooperative basis in the presence of personnel of Sellers but not restricted to the normal business hours of such Seller; provided, however, that such Observers -------- ------- and their actions shall not interfere with the operation of NMP-2. Buyer's Observers may recommend or suggest to management that actions be taken or not be taken by Sellers; provided, however, that no Seller will be under any obligation -------- ------- to follow any such recommendations or suggestions and each Seller shall be entitled, subject to this Agreement, to conduct its business in accordance with its own judgment and discretion. Buyer's Observers shall have no authority to bind or make agreements on behalf of any Seller; to conduct discussions with or make representations to third parties on behalf of any Seller; or to issue instructions to or direct or exercise authority over any Seller or any of such Seller's officers, employees, advisors or agents.

Covenants of the Parties. a) From the 2nd Payment Date until termination of the LOI or completion of the purchase of the Property by NV Gold, NV Gold will be responsible for the administration and maintenance of the Property and for compliance with all governmental regulations and minimum annual expenditure requirements with respect to the Property. b) The Vendor covenants that: (ai) it will not deal or enter into any negotiations to deal with the Property without the prior consent of NV Gold during the period this LOI is in effect (the “Option Period”); and (ii) during the Option Period, the Vendor and Megellan Gold Corporation shall promptly advise NV Gold if any person makes any proposal or offer to acquire the Property, any part of the Property or any interest in the Property, and of any inquiry or contact with any person with respect thereto, and shall promptly inform NV Gold of all the terms and conditions thereof, and shall furnish to NV Gold copies of any such written proposal or offer and the contents of any communications in response thereto. c) Each of the parties hereto agrees to cause each director of the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent to the assignment of the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreement, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall Vendor and NV Gold will have the meanings assigned right to such terms lodge a caveat over the Property to protect its interests under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b). (c) The Sellers hereby agree and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by and between Teekay Corp LOI and the Partnership, shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Definitive Agreement. (d) NV Gold’s obligations to enter into the Definitive Agreement will be conditional upon the satisfaction or waiver of the following conditions precedent during the Due Diligence Period: (i) NV Gold receiving final acceptance of the Transaction from the TSXV; and (ii) the parties obtaining any other approvals required under applicable laws or the rules of an applicable securities exchange. e) During the Option Period: (i) The Sellers agree to use commercially reasonable efforts to ensure that Vendor must not, without the Encumbrances prior consent of NV Gold, relinquish or surrender any portion of any of the Property; (ii) NV Gold must keep the Property free and clear of all mortgages, charges, caveats, security interests and other encumbrances arising from its activities on or in respect of the Property; and (iii) NV Gold shall provide the Vendor a copy of the exploration data it generates from work on the Securities under Property not less than annually. f) Magellan Gold Corporation guarantees the Equity Margin Loan shall be removed promptly following obligations of the execution of this AgreementVendor, its wholly-owned subsidiary, hereunder.

Covenants of the Parties. (a) Each With respect to ELX, Shareholder shall not take or fail to take any action or permit ELX to take or fail to take any action which could result in the termination of the parties hereto agrees to cause each director any "S" corporation election (or similar election) of the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent ELX prior to the assignment of the Assigned Interests to Brookfield TOLPClosing. (b) The Sellers agree that Buyer Group shall promptly forward to the Service Providers may not terminate Shareholder a copy of all written communications from any Current Service AgreementTax Authority received by the Buyer Group relating to Cycam, or any Current Service provided thereunder, ELX and/or the Shareholder for any reason during Pre-Closing Period. The Shareholder shall promptly forward to the 18-month period following the Closing other than with respect to an event Buyer Group a copy of default all written communications from any Tax Authority received by the Service Recipients under Shareholder relating to any Pre-Closing Period for which any member of the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement Buyer Group is or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay Corp, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b)liable. (c) The Sellers hereby agree and acknowledge that After the Trademark License AgreementClosing Date, dated as of September 25, 2017, by and between Teekay Corp the Buyer Group and the PartnershipShareholder shall each make available to the other, shall remain in full force upon reasonable request, all information, records or other documents relating to any Tax relating to the Companies and effect the Shareholder and shall not be amendedpreserve all such information, terminated records or otherwise modified as a result other documents until the date that is six (6) months after the expiration of the consummation statute of limitations applicable to such Tax. In addition, the Buyer Group and the Shareholder shall cooperate with each other upon request in connection with all matters relating to the preparation of any Tax Returns relating to the Companies and in connection with any Proceeding referred to in this provision. Any investigation, review, comment or discussion by the Buyer Group related to or in connection with the payment of Taxes, the preparation of Tax Returns or drafts of Tax Returns, the filing of Tax Returns, any Tax Proceeding or any provision of this Section 7.2 shall not affect the indemnity provisions of Article 10 or limit the scope of such provisions (including but not limited to Section 10.1) in any way, or affect any other representations, warranties or obligations of the transactions contemplated by this Agreement; provided, however, that the Sellers Shareholder. Each party shall bear its own costs and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider expenses in good faith any feedback regarding compliance complying with the Trademark License Agreementprovisions of this Section 7.2(c). (d) The Sellers agree to use commercially reasonable efforts to ensure Each Company hereby agrees and covenants that the Encumbrances any and all existing Tax sharing agreements or similar arrangements, written or unwritten, binding on the Securities under the Equity Margin Loan such Company and its subsidiaries shall be removed terminated on or before the Closing Date and no payments pursuant to any such Tax sharing agreement or similar arrangement shall be made on or after such termination. (e) Buyer and the Shareholder shall duly and timely elect pursuant to Section 338(h)(10) of the Code (and any comparable provision of applicable Law) to treat the sale of the ELX Shares as a sale of assets by ELX while it is an "S" corporation (or its equivalent) for income and franchise tax purposes. Within sixty (60) days after the Closing Date, Buyer and the Shareholder shall jointly prepare and sign any required forms and schedules, including a computation of the modified aggregate deemed sale price and the adjusted grossed-up basis (and any comparable amounts under applicable Law) and the allocation thereof among the assets of ELX deemed to have been purchased in relation to the relative value thereof, as determined by the Buyer in a manner that shall comply with Section 338 of the Code and the Treasury Department regulations promulgated thereunder. Buyer and the Shareholder shall duly and timely file any document necessary to effectuate such election, including without limitation Treasury Department Form 8023 (and any similar forms required under state or local Laws relating to Tax) in accordance with the requirements of Section 338 of the Code (or state or local Laws relating to Tax, as the case may be). The parties shall report the deemed sale consistent with such allocation for all financial, Tax or other purposes, shall not take any position inconsistent therewith and shall cooperate with each other to take all actions necessary and appropriate as may be required to effect and preserve such election. Each party shall promptly following notify the execution others of this Agreementany Tax Proceeding relating to the computation of the modified aggregate deemed sale price or the adjusted grossed-up basis (or any comparable amount under applicable law) or the allocation thereof, and will keep the other parties apprised of the progress thereof. Shareholder shall also pay any Tax imposed on ELX attributable to the making of the election, including (i) any Tax imposed under Code ss.1374, (ii) any tax imposed under Treas. Reg. ss.1.338(h)(10)-1(d)(5), or (iii) any state, local or foreign Tax imposed on ELX's gain, and Shareholder shall indemnify Buyer Group against any such Taxes.

Covenants of the Parties. (a) Each a. Subject to the terms and conditions hereof, as of the parties hereto agrees to cause each director of TSA Effective Date and for so long as the GP directly or indirectly appointed or designated by such party to vote Termination Date has not occurred, and unless compliance is waived in favor of the Partnership’s consent to the assignment of the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that the Service Providers may not terminate any Current Service Agreement, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default writing by the Service Recipients under Required Consenting Lenders (as defined herein), Xxxxxx and the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay CorpXxxxx Group, the Partnership and Brookfield TOLP. The Sellers hereby agree and acknowledge that the Master Services Agreement agrees as follows: i. it shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement, other than as set forth in this Section 6(b). (c) The Sellers hereby agree and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by and between Teekay Corp and the Partnership, shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result of the consummation of the transactions contemplated by this Agreement; provided, however, that the Sellers and the Buyers agree that following conclusion of the 18-month period following the Closing, the parties will, at Teekay’s request (but not more frequently than once every six months), meet to consider in good faith any feedback regarding compliance with the Trademark License Agreement. (d) The Sellers agree to use its commercially reasonable efforts to ensure that (A) complete and satisfy the Encumbrances on conditions necessary to consummate the Securities Transaction, including the Amendment, as contemplated under this Agreement within the timeframes contemplated under Section 8 herein; and (B) take any and all necessary and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under the Equity Margin Loan A&R Term Sheets; ii. it shall cooperate fully with the Consenting Lenders, Xxxxxx, the Xxxxx Group and each of their respective advisors and shall promptly provide updates to such parties (and promptly respond to any written or oral requests) regarding (A) any potential bankruptcy proceeding to be removed promptly following commenced by the execution Partnership (including but not limited to issues related to valuation of the Partnership or its assets, asset disposition, bankruptcy-related costs and expenses and creditor recoveries); (B) any contingency planning or any other material actions to be taken by or agreements to be entered into by the Partnership; and (C) any discussions or negotiations regarding any of the foregoing; iii. subject to the Partnership’s fiduciary duties under applicable law and governing documents, it shall take no actions inconsistent with this AgreementAgreement or the A&R Term Sheets; and iv. if the Partnership receives an unsolicited proposal or expression of interest in undertaking an Alternative Proposal, the Partnership shall, within 24 hours of the receipt of such proposal or expression of interest, notify the Consenting Lenders, Xxxxxx and the Xxxxx Group of the receipt thereof, with such notice to include the material terms thereof, including the identity of the person, entity or group of persons or entities involved, and the Partnership shall not enter into any confidentiality agreement with party proposing an Alternative Proposal unless such party consents in advance to identifying and providing to the Consenting Lenders (under a reasonably acceptable confidentiality agreement) the information contemplated herein. b. Subject to the terms and conditions hereof, as of the TSA Effective Date and for so long as the Termination Date has not occurred, and unless compliance is waived in writing by the Partnership, Xxxxxx, each member of the Xxxxx Group, and each Consenting Lender (severally and not jointly), each agrees as follows: i. it/he shall use its/his commercially reasonable efforts to (A) support, complete, and satisfy the conditions necessary to consummate the Transaction and the Amendment as contemplated under this Agreement and the A&R Term Sheets within the timeframes contemplated under Section 8; (B) take any and all necessary and appropriate actions in furtherance of the Transaction and the Amendment as contemplated under the A&R Term Sheets; and (C) to the extent required by such Party, obtain, file, submit or register any and all required regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Transaction and the Amendment; provided, further, that neither Xxxxxx nor any member of the Xxxxx Group is obligated to consummate any part of the Transaction (including the Exchange Offer and Tender Offer) unless and until all of the conditions to the effectiveness thereof set forth in the A&R Transaction Term Sheet and the Offering Memorandum that are for the benefit of such Party have been waived with the prior written consent of such Party or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; ii. it/he shall take no actions inconsistent with this Agreement or the A&R Term Sheets; and iii. it/he shall execute and deliver the Definitive Documents or Sponsor Documents, as applicable, to which it/he is to be a party, consummate the Transaction and/or Amendment contemplated thereby and perform its/his respective obligations thereunder.

Covenants of the Parties. (a) Each of the parties hereto agrees to cause each director of the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent a. Subject to the assignment of terms and conditions hereof, commencing on the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that TSA Effective Date and for so long as the Service Providers may Termination Date has not terminate any Current Service Agreementoccurred, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default and unless compliance is waived in writing by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay CorpRequired Consenting Noteholders, the Partnership and, as applicable, FEGP agree as follows (such agreements to be in addition to, and Brookfield TOLP. The Sellers hereby agree and acknowledge that not in lieu of, the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result agreements of the consummation Partnership set forth in Section 1 or elsewhere in this Agreement): i. each of the transactions Partnership and FEGP shall use its commercially reasonable efforts to (A) complete and satisfy the conditions necessary to consummate the Transaction as contemplated by under this Agreement, other than as the Transaction Term Sheet and the Definitive Documents (including the Offering Memorandum) within the timeframes contemplated under Section 7 herein or otherwise set forth in this Section 6(b). the Transaction Term Sheet; (cB) The Sellers hereby agree take any and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by all necessary and between Teekay Corp and the Partnership, shall remain appropriate actions in full force and effect and shall not be amended, terminated or otherwise modified as a result furtherance of the consummation of Transaction as contemplated under the transactions contemplated by this AgreementTransaction Term Sheet; and (C) obtain, file, submit or register any and all required governmental, regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Transaction; provided, however, that the Sellers Partnership shall not accept tenders of Notes or consummate the Exchange Offer unless and until all of the conditions to the effectiveness of the Transaction (including the Exchange Offer) set forth in the Transaction Term Sheet and the Buyers agree that following conclusion Offering Memorandum have been waived with the prior written consent of the 18Required Consenting Noteholders or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; ii. the Partnership shall cooperate fully with the Consenting Noteholders and their respective advisors and shall promptly provide updates to such parties (and promptly respond to any written or oral requests) regarding (A) any potential bankruptcy proceeding to be commenced by the Partnership (including but not limited to issues related to valuation of the Partnership or its assets, asset disposition, bankruptcy-month period following related costs and expenses and creditor recoveries); (B) any contingency planning or any other material actions to be taken by or agreements to be entered into by the ClosingPartnership; and (C) any discussions or negotiations regarding any of the foregoing; iii. subject to its duties under its organizational documents and applicable law, each of the Partnership and FEGP shall take no actions inconsistent with this Agreement, the parties willForbearance Agreement or the Transaction Term Sheet; iv. the Partnership shall not, at Teekay’s request directly or indirectly, purchase or acquire any indebtedness, debt securities or equity securities of any person or entity; v. each of the Partnership and FEGP shall not investigate, seek discovery, prepare or commence a legal proceeding that challenges the validity, enforceability or priority of the Notes or the Notes Indenture, the Transaction, the Opinion or this Agreement; vi. the Partnership shall not make any modifications or waivers with respect to the terms and conditions of the Exchange Offer or any other part of the Transaction or enter into any agreements or documents (but or amend or modify any documents) that relate to the Transaction that are not more frequently than once every six months)consistent with this Agreement or the Transaction Term Sheet; vii. the Partnership shall not increase in any manner the compensation or benefits (including severance) of any director, meet officer or employee of the Partnership in an amount that exceeds $500,000 for any individual director, officer or employee; provided, however, that this Section 5(a)(vii) shall not apply with respect to consider any chief financial officer; and viii. if the Partnership receives an unsolicited proposal or expression of interest with respect to an Alternative Proposal, the Partnership shall, within 24 hours of the receipt of such proposal or expression of interest, notify Stroock and the other advisors to the Consenting Noteholders of the receipt thereof, with such notice to include the material terms thereof, including the identity of the person, entity or group of persons or entities involved. Notwithstanding the receipt of such unsolicited proposal or expression of interest, the Partnership acknowledges and agrees that it is, and will continue to be, bound by its obligations set forth in good faith any feedback regarding Section 1(f) hereof, subject to its duties under applicable law and/or its governing documents to act in the best interests of the Partnership. All of the covenants contained in this Section 5(a) and all of the other covenants made by the Partnership in this Agreement, are independent of and in addition to the covenants of the Partnership in the Notes Indenture and the Forbearance Agreement. For the avoidance of doubt, compliance by the Partnership with the covenants set forth in this Section 5(a) shall not be deemed compliance with any separate covenant contained in the Trademark License Notes Indenture or the Forbearance Agreement, even if such covenant in the Notes Indenture or the Forbearance Agreement covers the same or similar actions or matters that are covered by the covenants in this Agreement. b. Subject to the terms and conditions hereof, commencing on the TSA Effective Date and for so long as the Termination Date has not occurred, and unless compliance is waived in writing by the Partnership, each Consenting Noteholder (dseverally and not jointly) The Sellers agree agrees as follows (subject to the proviso at the end of Section 2 hereof): i. it shall use its commercially reasonable efforts to ensure (A) support, complete, and satisfy the conditions necessary to consummate the Transaction as contemplated under this Agreement and the Transaction Term Sheet within the timeframes contemplated under Section 7 or otherwise set forth in the Transaction Term Sheet; (B) take any and all necessary and appropriate actions in furtherance of the Transaction as contemplated under the Transaction Term Sheet; and (C) to the extent required by such Consenting Noteholder, obtain, file, submit or register any and all required regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Encumbrances Transaction; provided, however, that no Consenting Noteholder shall be obligated to consummate the Exchange Offer or any other part of the Transaction unless and until all of the conditions to the effectiveness of the Exchange Offer set forth in the Offering Memorandum have been waived with the prior written consent of the Required Consenting Noteholders or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; ii. it shall take no actions inconsistent with this Agreement or the Transaction Term Sheet; and iii. it shall execute and deliver the Definitive Documents to which it is to be a party and perform its obligations thereunder. c. On or before May 20, 2016, the Partnership and the Required Consenting Noteholders shall have agreed on the Securities under forms of “Description of Notes” and “Warrant Certificate” referenced in the Equity Margin Loan Transaction Term Sheet. Failure to comply with this covenant shall be removed promptly following constitute a material breach by the execution Partnership of this Agreementcovenant and the Partnership waives any notice provisions with respect to breach of this covenant.

Covenants of the Parties. (a) Each of the parties hereto agrees to cause each director of the GP directly or indirectly appointed or designated by such party to vote in favor of the Partnership’s consent a. Subject to the assignment of terms and conditions hereof, commencing on the Assigned Interests to Brookfield TOLP. (b) The Sellers agree that TSA Effective Date and for so long as the Service Providers may Termination Date has not terminate any Current Service Agreementoccurred, or any Current Service provided thereunder, for any reason during the 18-month period following the Closing other than with respect to an event of default and unless compliance is waived in writing by the Service Recipients under the applicable agreement. Following the conclusion of such 18-month period, any Current Service Agreement or any Current Service may be terminated by either the Service Provider or the Service Recipient, in each case upon at least thirty (30) days prior written notice to the other party. For purposes of this Section 6(b) all capitalized terms, other than “Closing,” shall have the meanings assigned to such terms under the Master Services Agreement, dated as of September 25, 2017, by and among Teekay CorpRequired Consenting Noteholders, the Partnership and, as applicable, FEGP agree as follows (such agreements to be in addition to, and Brookfield TOLP. The Sellers hereby agree and acknowledge that not in lieu of, the Master Services Agreement shall remain in full force and effect and shall not be amended, terminated or otherwise modified as a result agreements of the consummation Partnership set forth in Section 1 or elsewhere in this Agreement): i. each of the transactions Partnership and FEGP shall use its commercially reasonable efforts to (A) complete and satisfy the conditions necessary to consummate the Transaction as contemplated by under this Agreement, other than as the Transaction Term Sheet and the Definitive Documents (including the Offering Memorandum) within the timeframes contemplated under Section 7 herein or otherwise set forth in this Section 6(b). the Transaction Term Sheet; (cB) The Sellers hereby agree take any and acknowledge that the Trademark License Agreement, dated as of September 25, 2017, by all necessary and between Teekay Corp and the Partnership, shall remain appropriate actions in full force and effect and shall not be amended, terminated or otherwise modified as a result furtherance of the consummation of Transaction as contemplated under the transactions contemplated by this AgreementTransaction Term Sheet; and (C) obtain, file, submit or register any and all required governmental, regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Transaction; provided, however, that the Sellers Partnership shall not accept tenders of Notes or consummate the Exchange Offer unless and until all of the conditions to the effectiveness of the Transaction (including the Exchange Offer) set forth in the Transaction Term Sheet and the Buyers agree that following conclusion Offering Memorandum have been waived with the prior written consent of the 18Required Consenting Noteholders or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; ii. the Partnership shall cooperate fully with the Consenting Noteholders and their respective advisors and shall promptly provide updates to such parties (and promptly respond to any written or oral requests) regarding (A) any potential bankruptcy proceeding to be commenced by the Partnership (including but not limited to issues related to valuation of the Partnership or its assets, asset disposition, bankruptcy-month period following related costs and expenses and creditor recoveries); (B) any contingency planning or any other material actions to be taken by or agreements to be entered into by the ClosingPartnership; and (C) any discussions or negotiations regarding any of the foregoing; iii. subject to its duties under its organizational documents and applicable law, each of the Partnership and FEGP shall take no actions inconsistent with this Agreement, the parties willForbearance Agreement or the Transaction Term Sheet; iv. the Partnership shall not, at Teekay’s request directly or indirectly, purchase or acquire any indebtedness, debt securities or equity securities of any person or entity; v. each of the Partnership and FEGP shall not investigate, seek discovery, prepare or commence a legal proceeding that challenges the validity, enforceability or priority of the Notes or the Notes Indenture, the Transaction, the Opinion or this Agreement; vi. the Partnership shall not make any modifications or waivers with respect to the terms and conditions of the Exchange Offer or any other part of the Transaction or enter into any agreements or documents (but or amend or modify any documents) that relate to the Transaction that are not more frequently than once every six months)consistent with this Agreement or the Transaction Term Sheet; vii. the Partnership shall not increase in any manner the compensation or benefits (including severance) of any director, meet officer or employee of the Partnership in an amount that exceeds $500,000 for any individual director, officer or employee; provided, however, that this Section 5(a)(vii) shall not apply with respect to consider any chief financial officer; and viii. if the Partnership receives an unsolicited proposal or expression of interest with respect to an Alternative Proposal, the Partnership shall, within 24 hours of the receipt of such proposal or expression of interest, notify Stroock and the other advisors to the Consenting Noteholders of the receipt thereof, with such notice to include the material terms thereof, including the identity of the person, entity or group of persons or entities involved. Notwithstanding the receipt of such unsolicited proposal or expression of interest, the Partnership acknowledges and agrees that it is, and will continue to be, bound by its obligations set forth in good faith any feedback regarding Section 1(f) hereof, subject to its duties under applicable law and/or its governing documents to act in the best interests of the Partnership. All of the covenants contained in this Section 5(a) and all of the other covenants made by the Partnership in this Agreement, are independent of and in addition to the covenants of the Partnership in the Notes Indenture and the Forbearance Agreement. For the avoidance of doubt, compliance by the Partnership with the covenants set forth in this Section 5(a) shall not be deemed compliance with any separate covenant contained in the Trademark License Notes Indenture or the Forbearance Agreement., even if such covenant in the Notes Indenture or the Forbearance Agreement covers the same or similar actions or matters that are covered by the covenants in this Agreement. 13 b. Subject to the terms and conditions hereof, commencing on the TSA Effective Date and for so long as the Termination Date has not occurred, and unless compliance is waived in writing by the Partnership, each Consenting Noteholder (dseverally and not jointly) The Sellers agree agrees as follows (subject to the proviso at the end of Section 2 hereof): i. it shall use its commercially reasonable efforts to ensure (A) support, complete, and satisfy the conditions necessary to consummate the Transaction as contemplated under this Agreement and the Transaction Term Sheet within the timeframes contemplated under Section 7 or otherwise set forth in the Transaction Term Sheet; (B) take any and all necessary and appropriate actions in furtherance of the Transaction as contemplated under the Transaction Term Sheet; and (C) to the extent required by such Consenting Noteholder, obtain, file, submit or register any and all required regulatory and/or third-party filings, approvals, registrations or notices that are necessary or advisable to implement and consummate the Encumbrances Transaction; provided, however, that no Consenting Noteholder shall be obligated to consummate the Exchange Offer or any other part of the Transaction unless and until all of the conditions to the effectiveness of the Exchange Offer set forth in the Offering Memorandum have been waived with the prior written consent of the Required Consenting Noteholders or satisfied or will be satisfied or waived contemporaneously with the closing of the Transaction; ii. it shall take no actions inconsistent with this Agreement or the Transaction Term Sheet; and iii. it shall execute and deliver the Definitive Documents to which it is to be a party and perform its obligations thereunder. c. On or before May 20, 2016, the Partnership and the Required Consenting Noteholders shall have agreed on the Securities under forms of “Description of Notes” and “Warrant Certificate” referenced in the Equity Margin Loan Transaction Term Sheet. Failure to comply with this covenant shall be removed promptly following constitute a material breach by the execution Partnership of this Agreementcovenant and the Partnership waives any notice provisions with respect to breach of this covenant.