Exhibit 4.10


 



	Private and Confidential	SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED.  THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).


 


Dated 16 October 2015





 






 


THE ENTITIES LISTED IN SCHEDULE 1


as Borrowers


 


CITIBANK, N.A., LONDON BRANCH


NORDEA BANK AB, LONDON BRANCH


THE EXPORT-IMPORT BANK OF KOREA


BANK OF AMERICA, NATIONAL ASSOCIATION


BNP PARIBAS


CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK


CREDIT SUISSE AG


HSBC BANK plc


ING BANK N.V., LONDON BRANCH


KEB HANA BANK, LONDON BRANCH


KfW IPEX-BANK GmbH


NATIONAL AUSTRALIA BANK LIMITED


OVERSEA-CHINESE BANKING CORPORATION LIMITED


SOCIETE GENERALE


and


THE KOREA DEVELOPMENT BANK


as mandated lead arrangers


(together as Arrangers)


with


NORDEA BANK AB, LONDON BRANCH


as Agent


 


CITIBANK, N.A., LONDON BRANCH


as ECA Agent


 


NORDEA BANK AB, LONDON BRANCH


as Security Agent


 


CITIBANK, N.A., LONDON BRANCH


and


NORDEA BANK AB, LONDON BRANCH


as Global Co-ordinators and Bookrunners


 


CITIBANK, N.A., LONDON BRANCH


as ECA Co-ordinator


 


guaranteed by


GASLOG LTD.


and


GASLOG CARRIERS LTD.


 


FACILITIES
AGREEMENT


for


$1,311,356,340 Loan Facilities


 


 



    	 



    	



    


Contents



 


	Clause	 	Page
	 	 	 
	1	Definitions and interpretation	1
	 	 	 
	2	The Facilities	30
	 	 	 
	3	Purpose	33
	 	 	 
	4	Conditions of Utilisation	33
	 	 	 
	5	Utilisation	34
	 	 	 
	6	Repayment	38
	 	 	 
	7	Illegality, prepayment and cancellation	39
	 	 	 
	8	Interest	45
	 	 	 
	9	Interest Periods	46
	 	 	 
	10	Changes to the calculation of interest	47
	 	 	 
	11	Fees	48
	 	 	 
	12	Tax gross-up and indemnities	50
	 	 	 
	13	Increased Costs	55
	 	 	 
	14	Other indemnities	56
	 	 	 
	15	Mitigation by the Lenders	59
	 	 	 
	16	Costs and expenses	59
	 	 	 
	17	Guarantee and indemnity	60
	 	 	 
	18	Representations	64
	 	 	 
	19	Information undertakings	71
	 	 	 
	20	Financial covenants	76
	 	 	 
	21	General undertakings	78
	 	 	 
	22	Construction period	84
	 	 	 
	23	Dealings with Ship	85
	 	 	 
	24	Condition and operation of Ship	88
	 	 	 
	25	Insurance	91
	 	 	 
	26	Minimum security value	95
	 	 	 
	27	Chartering undertakings	98




    	 



    	



    


	28	Bank accounts	99
	 	 	 
	29	Business restrictions	100
	 	 	 
	30	Events of Default	103
	 	 	 
	31	Changes to the Lenders	109
	 	 	 
	32	Changes to the Obligors/Restriction on Debt Purchase Transactions	115
	 	 	 
	33	Roles of Agent, Security Agent, ECA Agent and Arrangers	117
	 	 	 
	34	Conduct of business by the Finance Parties	139
	 	 	 
	35	Sharing among the Finance Parties	141
	 	 	 
	36	Payment mechanics	143
	 	 	 
	37	Set-off	146
	 	 	 
	38	Notices	147
	 	 	 
	39	Calculations and certificates	149
	 	 	 
	40	Partial invalidity	149
	 	 	 
	41	Remedies and waivers	149
	 	 	 
	42	Amendments and grant of waivers	150
	 	 	 
	43	Counterparts	153
	 	 	 
	44	Confidentiality	153
	 	 	 
	45	Governing law	155
	 	 	 
	46	Enforcement	156
	 	 	 


	Schedule 1 The original parties	157
	 	 
	Schedule 2 Ship information	206
	 	 
	Schedule 3 Conditions precedent	214
	 	 
	Schedule 4 Utilisation Request	221
	 	 
	Schedule 5 Selection Notice	223
	 	 
	Schedule 6 Form of Compliance Certificate	225
	 	 
	Schedule 7 Form of Transfer Certificate	227
	 	 
	Schedule 8 Forms of Notifiable Debt Purchase Transaction Notice	230
	 	 
	Schedule 9 Table of Repayment Instalments	232




    	 



    	



    


THIS AGREEMENT is dated 16 October
2015, and made between:


 


	(1)	THE ENTITIES listed in Schedule 1 (The original parties) as borrowers
(the Borrowers);



 


	(2)	GASLOG LTD. (the Parent);



 


	(3)	GASLOG CARRIERS LTD. (GasLog Carriers);



 


	(4)	CITIBANK, N.A., LONDON BRANCH, NORDEA BANK AB, LONDON BRANCH, THE
EXPORT-IMPORT BANK OF KOREA, BANK OF AMERICA, NATIONAL ASSOCIATION, BNP PARIBAS, CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, CREDIT SUISSE AG, HSBC BANK plc, ING BANK N.V., LONDON BRANCH, KEB HANA BANK,
LONDON BRANCH, KfW IPEX-BANK GmbH, NATIONAL AUSTRALIA BANK LIMITED, OVERSEA-CHINESE BANKING CORPORATION LIMITED,
SOCIETE GENERALE and THE KOREA DEVELOPMENT BANK as mandated lead arrangers (whether acting individually or together,
the Arrangers);



 


	(5)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties)
as K-sure facility lenders (the Original K-sure Facility Lenders);



 


	(6)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as
                                                  KEXIM facility lenders (the Original KEXIM Facility Lenders);



 


	(7)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as
                                                  KEXIM covered facility lenders (the Original KEXIM Covered Facility Lenders);



 


	(8)	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties)
as commercial facility lenders (the Original Commercial Facility Lenders);



 


	(9)	CITIBANK, N.A., LONDON BRANCH and NORDEA BANK AB, LONDON BRANCH as global
co-ordinators of the Finance Parties (whether acting individually or together, the Global Co-ordinator);



 


	(10)	CITIBANK, N.A., LONDON BRANCH and NORDEA BANK AB, LONDON BRANCH as bookrunners
(whether acting individually or together, the Bookrunner);



 


	(11)	NORDEA BANK AB, LONDON BRANCH as Agent of the other Finance Parties (the Agent);



 


	(12)	CITIBANK N.A., LONDON BRANCH as Agent of the K-sure Facility Lenders and the
KEXIM Covered Facility Lenders (the ECA Agent);



 


	(13)	CITIBANK, N.A., LONDON BRANCH as ECA co-ordinator (the ECA Co-ordinator);
and



 


	(14)	NORDEA BANK AB, LONDON BRANCH as security agent and trustee for and on behalf
of the other Finance Parties (the Security Agent).



 


IT
IS AGREED as follows:


 


	1		Definitions and interpretation



 


	1.1		Definitions



 


In
this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:


 


Acceptable
Bank means:


 


	 	(a)	a bank or financial institution which has a rating for its long-term unsecured and
non credit-enhanced debt obligations of “A-” or higher by Standard & Poor’s Rating Services 




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	 	 	or Fitch Ratings Ltd or “Baa1” or higher by Moody’s Investor Services Services Limited or a comparable rating from another internationally recognised
credit rating agency; or



 


		(b)	any other bank or financial institution approved by the Majority Lenders and the ECAs,



 


and
which is approved by the Borrowers.


 


Account
means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 28 (Bank
accounts).


 


Account
Bank means, in relation to any Account, Nordea Bank AB, London Branch, acting through it office at 55 Basinghall Street, London
EC2V 5NB, England or (at the Borrowers’ election) Citibank, N.A., London Branch, acting through its office at Citigroup
Centre, 33 Canada Square, London E14 5LB, England or otherwise another bank or financial institution approved by the Majority
Lenders at the request of the Borrowers.


 


Account
Holder(s) means, in relation to any Account, the Obligor(s) in whose name(s) that Account is held.


 


Account
Security means, in relation to an Account, a deed or other instrument executed by the relevant Account Holder(s) in favour
of the Security Agent and/or any other Finance Parties in an agreed form conferring a Security Interest over that Account.


 


Accounting
Reference Date means 31 December or such other date as may be approved by the Majority Lenders.


 


Advance
A means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship A, which
is to be made available in relation to Ship A, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
B means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship B, which
is to be made available in relation to Ship B, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
C means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship C, which
is to be made available in relation to Ship C, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
D means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship D, which
is to be made available in relation to Ship D, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
E means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship E, which
is to be made available in relation to Ship E, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
F means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship F, which
is to be made available in relation to Ship F, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered 



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Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
G means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship G, which
is to be made available in relation to Ship G, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advance
H means a borrowing of a part of the Total Commitments by the Borrowers up to the Ship Commitment in respect of Ship H, which
is to be made available in relation to Ship H, and comprising a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM
Covered Facility Advance and a K-sure Facility Advance, each in the Relevant Percentage of such Advance, or (as the context may
require) the outstanding principal amount of such borrowing.


 


Advances
means Advance A, Advance B, Advance C, Advance D, Advance E, Advance F, Advance G and Advance H, and:


 


		(a)	in relation to Ship A, it means Advance A;



 


		(b)	in relation to Ship B, it means Advance B;



 


		(c)	in relation to Ship C, it means Advance C;



 


		(d)	in relation to Ship D, it means Advance D;



 


		(e)	in relation to Ship E, it means Advance E;



 


		(f)	in relation to Ship F, it means Advance F;



 


		(g)	in relation to Ship G, it means Advance G; and



 


		(h)	in relation to Ship H, it means Advance H,



 


and
Advance means any of them.


 


Affiliate
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary
of that Holding Company.


 


Agent
includes any person who may be appointed as agent for the other Finance Parties under clause 33.12 (Resignation of the
Agent) or any other provision of this Agreement.


 


Annual
Financial Statements has the meaning given to it in clause 19.1 (Financial statements).


 


Approved
Brokers means each of Clarksons Platou Securities AS, Braemar Seascope Limited, Fearnleys AS, Simpson, Spence & Young
Ltd and Poten & Partners (London) or any other independent firm of shipbrokers agreed in writing from time to time between
the Borrowers and the Agent (acting on the instructions of the Majority Lenders).


 


Approved
Exchange means NYSE or NASDAQ or any other reputable stock exchange agreed by the Parent and the Majority Lenders.


 


Approved
Flag State means each of Bermuda, Cayman Islands, Hong Kong, Marshall Islands, Singapore or the United Kingdom.


 


Auditors
means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or another firm proposed by the Borrowers
and approved by the Majority Lenders from time to time (provided that if the approval of Auditors as set out in this definition
becomes contrary to any applicable law, directive or regulation, and the Majority Lenders so require, the Obligors 



    	3



    	



    

agree that
they will make such amendment to this definition as will be agreed between the Borrower and the Majority Lenders so as to ensure
compliance with such law, directive or regulation).


 


Available
Facility means, at any relevant time, such part of the Total Commitments which is available for borrowing under this Agreement
at such time in accordance with clause 4 (Conditions of Utilisation) to the extent that such part of the Total Commitments
is not cancelled or reduced under this Agreement.


 


Backstop
Date means, in relation to a Ship, the date identified as such in Schedule 2 (Ship information) or such other
later date (based on a revised delivery schedule agreed between the relevant Builder and the relevant Owner of that Ship under
the relevant Building Contract) approved by all the Lenders and the ECAs.


 


Basel
II Accord means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework”
published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date
of this Agreement, excluding any amendment thereto arising out of the Basel III Accord.


 


Basel
II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based
Approach (each as defined in the Basel II Regulations applicable to such Finance Party) adopted by that Finance Party (or any
of its Affiliates) for the purposes of implementing or complying with the Basel II Accord.


 


Basel
II Regulation means:


 


		(a)	any law or regulation in force as at the date hereof implementing the Basel II Accord (including
the relevant provisions of CRD IV and CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements
of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord; and



 


		(b)	any Basel II Approach adopted by a Finance Party or any of its Affiliates.



 


Basel
III Accord means, together:


 


		(a)	the agreements on capital requirements, a leverage ratio and liquidity
standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel
III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities
operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each
as amended, supplemented or restated;



 


		(b)	the rules for global systemically important banks contained in
“Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text”
published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and 



 


		(c)	any further guidance or standards published by the Basel Committee
on Banking Supervision relating to “Basel III”.



 


Basel
III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with
any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party
or any of its Affiliates).


 


Basel
III Regulation means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRD IV
and CRR) save and to the extent that it re-enacts a Basel II Regulation.



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Break
Costs means the amount (if any) by which:


 


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



 


exceeds:


 


		(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 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.



 


Builder
means, in relation to a Ship, the person specified as such in Schedule 2 (Ship information).


 


Building
Contract means, in relation to a Ship, the shipbuilding contract specified in Schedule 2 (Ship information) between
the relevant Builder and the relevant Owner relating to the construction of such Ship, as it may be amended, novated, supplemented
or modified from time to time.


 


Building
Contract Documents means, in relation to a Ship, the Building Contract for that Ship and any guarantee or security given to
the relevant Owner for the relevant Builder’s obligations under the relevant Building Contract.


 


Business
Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Seoul, Zurich, Frankfurt,
Paris, Hamburg and (in relation to any date for payment of purchase of dollars) New York.


 


Change
of Control occurs if:


 


		(a)	the Parent ceases to control, directly or indirectly, the affairs or the composition of the board
of directors (or equivalent) of any of the Borrowers or the Holding Company of any of the Borrowers; or



 


		(b)	the Parent ceases to control, directly or indirectly, the affairs or the composition of the board
of directors (or equivalent) of the MLP (if the MLP Guarantee has been granted) or of GPHL (if the GPHL Guarantee has been granted),



 


in
any case without the prior written consent of the Agent (acting with the authorisation of the Majority Lenders and the ECAs).


 


Charged
Property means all of the assets of the Obligors which from time to time are, or are expressed or intended to be, the subject
of the Security Documents.


 


Charter
means in relation to a Ship, the charter commitment (if any) for that Ship details of which are provided in Schedule 2
(Ship information), as it may be amended from time to time.


 


Charter
Assignment means, in relation to a Ship and its Charter Documents, an assignment by the relevant Owner of its interest in
such Charter Documents in favour of the Security Agent in the agreed form.


 


Charter
Documents means, in relation to a Ship, the Charter (if any) of that Ship, any documents supplementing it and any guarantee
or security given by any person to the relevant Owner for the relevant Charterer’s obligations under it.


 


Charterer
means, in relation to a Ship, the charterer named in Schedule 2 (Ship information) as charterer of that Ship.



    	5



    	



    


Classification
means, in relation to a Ship, the classification specified in respect of such Ship in Schedule 2 (Ship information)
with the relevant Classification Society or another classification approved by the Majority Lenders as its classification (such
approval not to be unreasonably withheld), at the request of the relevant Owner.


 


Classification
Society means, in relation to a Ship, the classification society specified in respect of such Ship in Schedule 2 (Ship
information) or another classification society (being a member of the International Association of Classification Societies
(IACS) or, if such association no longer exists, any similar association nominated by the Agent) approved by the Majority Lenders
as its Classification Society (such approval not to be unreasonably withheld or delayed), at the request of the relevant Owner.


 


Code
means the US Internal Revenue Code of 1986, as amended.


 


Commercial
Facility means the term loan facility made available by the Commercial Facility Lenders under this Agreement as described
in clause 2 (The Facilities).


 


Commercial
Facility Advance means an advance of the Commercial Facility Commitments forming part of an Advance, being the Relevant Percentage,
in relation to the Commercial Facility, of an Advance.


 


Commercial
Facility Commitment means:


 


		(a)	in relation to an Original Commercial Facility Lender, the amount set opposite its name under the
heading “Commercial Facility Commitment” in Schedule 1 (The original parties) and the amount of any other
Commercial Facility Commitment transferred to it under this Agreement; and



 


		(b)	in relation to any other Commercial Facility Lender, the amount of any Commercial Facility Commitment
transferred to it under this Agreement,



 


to
the extent not cancelled, reduced or transferred by it under this Agreement.


 


Commercial
Facility Lender means:


 


		(a)	the Original Commercial Facility Lenders; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a commercial
facility lender in accordance with clause 31 (Changes to the Lenders),



 


which
in each case has not ceased to be a Party in accordance with the terms of this Agreement.


 


Commercial
Loan means a loan made or to be made under the Commercial Facility or (as the context may require) the outstanding principal
amount of that loan (and it comprises the Commercial Facility Advances).


 


Commercial
Manager means, in relation to a Ship, the Parent or another manager appointed as the commercial manager of that Ship by the
relevant Owner in accordance with clause 23.3 (Manager).


 


Commitment
means, in relation to a Lender, its K-sure Facility Commitment, KEXIM Facility Commitment, KEXIM Covered Facility Commitment
and Commercial Facility Commitment.


 


Compliance
Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate)
or otherwise approved.


 


Confidential
Information means all information relating to an Obligor, the Group, the Finance Documents, the Building Contract Documents
for each Ship, the Charter Documents for each Ship or the Facilities of which a Finance Party becomes aware in its capacity as,
or for the 



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purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of
becoming a Finance Party under, the Finance Documents or the Facility from either:


 


		(a)	any Group Member or any of its advisers; or



 


		(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly
from any Group Member or any of its advisers,



 


in
whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but excludes information that:


 


		(i)	is or becomes public information other than as a direct or indirect result of any breach by that
Finance Party of clause 44 (Confidentiality); or



 


		(ii)	is identified in writing at the time of delivery as non-confidential by any Group Member or any
of its advisers; or



 


		(iii)	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 Group and which, in either case, as far as that Finance Party is aware, has
not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.



 


Constitutional
Documents means, in respect of an Obligor or a Manager, such Obligor’s or Manager’s memorandum and articles of
association, by-laws or other constitutional documents including as referred to in any certificate relating to an Obligor or a
Manager delivered pursuant to Schedule 3 (Conditions precedent).


 


Contract
Price means, in relation to a Ship, the amount which is the aggregate of:


 


		(a)	the purchase price of such Ship payable under the Building Contract for such Ship (being on the
date of this Agreement the amount specified in Schedule 2 (Ship information) as the Contract Price in respect of the
relevant Ship); and



 


		(b)	other costs incurred by the relevant Owner in connection with the construction of that Ship which
are due and payable on or prior to such Ship’s Delivery under other documentation reasonably acceptable to all the Lenders
and the ECAs.



 


CRD
IV means the directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential
supervision of credit institutions and investment firms.


 


CRR
means the regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms.


 


Debt
Purchase Transaction means, in relation to a person, a transaction where such person:


 


		(a)	purchases by way of assignment or transfer;



 


		(b)	enters into any sub-participation in respect of; or



 


		(c)	enters into any other agreement or arrangement having an economic effect substantially similar
to a sub-participation in respect of,



 


any
Commitment or amount outstanding under this Agreement.



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Deed
of Covenant means, in relation to a Ship, a first deed of covenant (including a first assignment of its interest in the Ship’s
Insurances, Earnings and Requisition Compensation) in respect of such Ship by the relevant Owner in favour of the Security Agent
in the agreed form.


 


Default
means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice,
the making of any determination under the Finance Documents or any combination of them) be an Event of Default.


 


Defaulting
Lender means any Lender:


 


		(a)	which has failed to make its participation in an Advance available or has notified the Agent that
it will not make its participation in an Advance available by the Utilisation Date of that Advance in accordance with clause 5.4
(Lenders’ participation);



 


		(b)	which has otherwise rescinded or repudiated a Finance Document; or



 


		(c)	with respect to which an Insolvency Event has occurred and is continuing,



 


unless,
in the case of paragraph (a) above:


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Payment Disruption Event; and,



 


payment
is made within 3 Business Days of its due date; or


 


		(ii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in
question.



 


Delegate
means any delegate, agent, attorney, additional trustee or co-trustee appointed in writing by the Security Agent under the
terms of any Finance Document.


 


Delivery
means, in relation to a Ship, the delivery and acceptance of the Ship by the relevant Owner under the relevant Building Contract.


 


Delivery
Date means, in relation to a Ship, the date on which its Delivery occurs.


 


Disposal
Repayment Date means, in relation to:


 


		(a)	a Total Loss of a Mortgaged Ship, the applicable Total Loss Repayment Date; or



 


		(b)	a sale of a Mortgaged Ship by the relevant Owner (including a reversal of sale by the relevant
Owner returning the relevant Ship to the relevant Builder under any relevant provisions of the relevant Building Contract, if applicable),
the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of
the relevant purchase price (and upon or immediately prior to such completion).



 


Earnings
means, in relation to a Ship and a person, all money at any time payable to that person for or in relation to the use or operation
of such Ship including (without limitation) freight, hire and passage moneys, money payable to that person for the provision of
services by or from such Ship or under any charter commitment, requisition for hire compensation, remuneration for salvage and
towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter
commitment and contributions of any nature whatsoever in respect of general average.


 


Earnings
Account means each of the interest bearing dollar accounts of a Borrower with the Account Bank designated as an Earnings
Account under clause 28 (Bank accounts), and Earnings Accounts means all of them.



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ECA
Agent means Citibank N.A., London Branch or any other person who may be appointed as such under the Finance Documents.


 


ECAs
means K-sure and KEXIM (in its capacity as guarantor under the KEXIM Guarantee) and ECA means either of them.


 


Environmental
Claims means:


 


		(a)	enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted
or made pursuant to any Environmental Laws or resulting from a Spill; or



 


		(b)	any claim made by any other person relating to a Spill.



 


Environmental
Incident means any Spill from any vessel in circumstances where:


 


		(a)	any Fleet Vessel or its owner, operator or manager may be liable for Environmental Claims arising
from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or



 


		(b)	any Fleet Vessel may be arrested or attached in connection with any such Environmental Claim.



 


Environmental
Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment.


 


Event
of Default means any event or circumstance specified as such in clause 30 (Events of Default).


 


Facilities
means the K-sure Facility, the KEXIM Facility, the KEXIM Covered Facility and the Commercial Facility and Facility means
any of them.


 


Facility
Advances means the K-sure Facility Advances, the KEXIM Facility Advances, the KEXIM Covered Facility Advances and the Commercial
Facility Advances and Facility Advance means any of them.


 


Facility
Commitments means the K-sure Facility Commitments, the KEXIM Facility Commitments, the KEXIM Covered Facility Commitments
and the Commercial Facility Commitments and Facility Commitment means any of them.


 


Facility
Office means:


 


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



 


		(b)	in respect of any other Finance Party, the office in the jurisdiction in which it is resident for
Tax purposes.



 


Facility
Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments
have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been irrevocably and unconditionally
paid and discharged in full.


 


FATCA
means:


 


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




    	9



    	



    


		(b)	any treaty, law or a regulation of any other jurisdiction, or relating to an intergovernmental
agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation
referred to in paragraph (a) above; or



 


		(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs
(a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other
jurisdiction.



 


FATCA
Application Date means:


 


		(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code
(which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;



 


		(b)	in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code
(which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources
within the US), 1 January 2017; or



 


		(c)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling
within paragraphs (a) or (b) above, 1 January 2017,



 


or,
in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a
result of any change in FATCA after the date of this Agreement.


 


FATCA
Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


FATCA
Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.


 


Fee
Letters means any letters entered into between (a) any Finance Parties and (b) any Obligors by reference to this Agreement
in relation to any fees payable to any Finance Parties and Fee Letter means any one of them.


 


Final
Maturity Date means the Final Repayment Date which falls due last.


 


Final
Repayment Date means subject to clause 36.7 (Business Days):


 


		(a)	in respect of a Commercial Facility Advance, the date falling 114 months after the First Repayment
Date for that Commercial Facility Advance; or



 


		(b)	in respect of a KEXIM Facility Advance, a KEXIM Covered Facility Advance or a K-sure Facility Advance,
the date falling 138 months after the First Repayment Date for that Facility Advance.



 


Finance
Documents means this Agreement, any Fee Letter, the Security Documents, any Transfer Certificate and any other document designated
as such by the Agent and the Borrowers (other than the K-sure Insurance Policy and the KEXIM Guarantee).


 


Finance
Party means the Agent, the ECA Agent, the Security Agent, any Global Co-ordinator, any Bookrunner, any Arranger, the ECA Co-ordinator,
a Lender or the Account Bank.


 


Financial
Indebtedness means any indebtedness for or in respect of:


 


		(a)	moneys borrowed and debit balances at banks or other financial institutions;



 


		(b)	any amount raised by acceptance under any acceptance credit or bill discounting facility (or dematerialised
equivalent);




    	10



    	



    


		(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 GAAP, be treated as a finance or capital lease;



 


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



 


		(f)	any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the
marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction,
that amount) shall be taken into account);



 


		(g)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary
letter of credit or any other instrument issued by a bank or financial institution;



 


		(h)	any amount of any liability under an advance or deferred purchase agreement if (a) one of the primary
reasons behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services
and payment is due more than 180 days after the date of supply;



 


		(i)	any amount raised under any other transaction (including any forward sale or purchase agreement)
having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and



 


		(j)	the amount of any liability in respect of any guarantee or indemnity for any of the items referred
to in paragraphs (a) to (i) above.



 


First
Repayment Date means, in respect of each Facility Advance and subject to clause 36.7 (Business Days), the date
falling 6 months after the Utilisation Date of the Advance of which such Facility Advance forms part.


 


Flag
State means, in relation to a Ship, the country specified in respect of such Ship in Schedule 2 (Ship information),
or another Approved Flag State (provided that the provisions of clause 23.1(b) are complied with) or such other state or territory
as may be approved by all the Lenders and the ECAs (acting reasonably), at the request of the relevant Owner, as being the Flag
State of such Ship for the purposes of the Finance Documents.


 


Fleet
Vessel means each Mortgaged Ship and any other vessel directly or indirectly owned, wholly or partly, by any Group Member.


 


GAAP
means International Accounting Standards, International Financial Reporting Standards and related interpretations as amended,
supplemented, issued or adopted from time to time by the International Accounting Standards Board to the extent applicable to
the relevant financial statements.


 


GasLog
Carriers means the company described as such in Schedule 1 (The original parties).


 


General
Assignment means, in relation to a Ship in respect of which the mortgage is not an account current form, a first assignment
of its interest in the Ship’s Insurances, Earnings and Requisition Compensation by the relevant Owner in favour of the Security
Agent and/or any of the other Finance Parties in the agreed form.


 


GPHL
means GasLog Partners Holdings LLC of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.


 


GPHL
Guarantee means the guarantee executed by GPHL in favour of the Security Agent (the guarantee and indemnity clause of which
will be in a substantially similar form to the guarantee



    	11



    	



    

 and indemnity of clause 17 (Guarantee and indemnity)) pursuant
to clause 30.22 (Legal and beneficial ownership).


 


Group
means the Parent and its Subsidiaries for the time being and, for the purposes of clause 19.1 (Financial statements)
and clause 20 (Financial covenants), any other entity required to be treated as a subsidiary in the Parent’s consolidated
accounts in accordance with GAAP and/or any applicable law.


 


Group
Member means any Obligor and any other entity which is part of the Group.


 


Guarantees
means the obligations of the Guarantors under clause 17 (Guarantee and indemnity) and, if executed pursuant to clause
30.22 (Legal and beneficial ownership), also the MLP Guarantee and the GPHL Guarantee, and Guarantee means any of
them.


 


Guarantors
means the Parent, GasLog Carriers and, if a MLP Guarantee is executed pursuant to clause 30.22 (Legal and beneficial ownership),
MLP and if a GPHL Guarantee is executed pursuant to clause 30.22 (Legal and beneficial ownership), GPHL and Guarantor
means any of them.


 


Holding
Company means, in relation to a company or corporation or other person, any other company or corporation or other person in
respect of which it is a Subsidiary.


 


Impaired
Agent means the Agent at any time when:


 


		(a)	it has failed to make (or has notified a Party that it will not make) a payment required to be
made by it under the Finance Documents by the due date for payment;



 


		(b)	the Agent otherwise rescinds or repudiates a Finance Document;



 


		(c)	(if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition
of Defaulting Lender; or



 


		(d)	an Insolvency Event has occurred and is continuing with respect to the Agent;



 


unless,
in the case of paragraph (a) above:


 


		(i)	its failure to pay is caused by:



 


		(A)	administrative or technical error; or



 


		(B)	a Payment Disruption Event; and



 


payment is made within 3 Business
Days of its due date; or


 


		(ii)	the Agent is disputing in good faith whether it is contractually obliged to make the payment in
question.



 


Increased Costs has the
meaning given to it in clause 13.1(b).


 


Indemnified Person means:


 


		(a)	each Finance Party, each ECA, each Receiver, any Delegate and any other attorney, agent or other
person appointed by them under the Finance Documents;



 


		(b)	each Affiliate of each Finance Party, each ECA, each Receiver and each Delegate; and



 


		(c)	any officers, directors, employees, representatives or agents of each Finance Party, each ECA,
each Receiver and each Delegate.




    	12



    	



    


Insolvency Event in relation
to a Finance Party means that the Finance Party:


 


		(a)	is dissolved (other than pursuant to a consolidation, amalgamation or merger);



 


		(b)	becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally
to pay its debts as they become due (in each case as determined in accordance with the laws applicable to such Finance Party);



 


		(c)	makes a general assignment, arrangement or composition with or for the benefit of its creditors;



 


		(d)	institutes or has instituted against it, by a regulator, supervisor or any similar official with
primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation
or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief
under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up
or liquidation by it or such regulator, supervisor or similar official;



 


		(e)	has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other
relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for
its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding
or petition is instituted or presented by a person or entity not described in paragraph (d) above and:



 


		(i)	results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making
of an order for its winding-up or liquidation; or



 


		(ii)	is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution
or presentation thereof;



 


		(f)	has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the
Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a
bank administration proceeding pursuant to Part 3 of the Banking Act 2009;



 


		(g)	has a resolution passed for its winding-up, official management or liquidation (other than pursuant
to a consolidation, amalgamation or merger);



 


		(h)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;



 


		(i)	has a secured party take possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and
such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within
30 days thereafter;



 


		(j)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction,
has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or



 


		(k)	takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts.



 


Insurance Notice means,
in relation to a Ship, a notice of assignment in the form scheduled to that Ship’s General Assignment or Deed of Covenant
or in another approved form.



    	13



    	



    


Insurances means, in
relation to a Ship:


 


		(a)	all policies and contracts of insurance; and



 


		(b)	all entries in a protection and indemnity or war risks or other mutual insurance association



 


in the name of such Ship’s Owner
or the joint names of its Owner and any other person in respect of or in connection with such Ship and/or its Owner’s Earnings
from the Ship and includes all benefits thereof (including the right to receive claims and to return of premiums).


 


Interbank Market means
the London interbank market.


 


Interest Period means,
in relation to an Advance (and each Facility Advance forming part of that Advance), each period determined in accordance with clause
9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3 (Default
interest).


 


Interpolated Screen Rate
means, in relation to LIBOR for any Facility Advance or any part of it or any Unpaid Sum, the rate (rounded to the same number
of decimal places as the two (2) relevant Screen Rates) which results from interpolating on a linear basis between:


 


		(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which
is less than the relevant Interest Period of that Facility Advance (or the relevant part of it) or the relevant Unpaid Sum; and



 


		(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the relevant Interest Period of that Facility Advance (or the relevant part of it) or the relevant Unpaid Sum,



 


each as of 11:00a.m. on the
relevant Quotation Day.


 


KEXIM
means The Export-Import Bank of Korea in its capacity as guarantor under the KEXIM Guarantee (but in no other capacity, whether
as KEXIM Facility Lender or otherwise).


 


KEXIM Covered Facility
means the term loan facility made available by the KEXIM Covered Facility Lenders under this Agreement as described in clause 2
(The Facilities).


 


KEXIM Covered Facility Advance
means an advance of the KEXIM Covered Facility Commitments, being the Relevant Percentage, in relation to the KEXIM Covered
Facility, of an Advance.


 


KEXIM Covered Facility Commitment
means:


 


		(a)	in relation to an Original KEXIM Covered Facility Lender, the amount set opposite its name under
the heading “KEXIM Covered Facility Commitment” in Schedule 1 (The original parties) and the amount of
any other KEXIM Covered Facility Commitment transferred to it under this Agreement; and



 


		(b)	in relation to any other KEXIM Covered Facility Lender, the amount of any KEXIM Covered Facility
Commitment assigned to it under this Agreement,



 


to the extent not cancelled,
reduced or assigned by it under this Agreement.


 


KEXIM Covered Facility Lenders
means:


 


		(a)	the Original KEXIM Covered Facility Lenders; and



 


		(b)	any bank, financial institution or other regulated investment company which has become a Party
as a KEXIM Covered Facility Lender in accordance with clause 31 (Changes to the Lenders),




    	14



    	



    


which in each case has not ceased
to be a Party in accordance with the terms of this Agreement.


 


KEXIM Covered Loan means
a loan made or to be made under the KEXIM Covered Facility or the principal amount outstanding for the time being of that loan.


 


KEXIM Facility means
the term loan facility made available by the KEXIM Facility Lenders under this Agreement as described in clause 2 (The
Facilities).


 


KEXIM Facility Advance means
an advance of the KEXIM Facility Commitments, being the Relevant Percentage, in relation to the KEXIM Facility, of an Advance.


 


KEXIM Facility Commitment
means:


 


		(a)	in relation to an Original KEXIM Facility Lender, the amount set opposite its name under the heading
“KEXIM Facility Commitment” in Schedule 1 (The original parties) and the amount of any other KEXIM Facility
Commitment transferred to it under this Agreement; and



 


		(b)	in relation to any other KEXIM Facility Lender, the amount of any KEXIM Facility Commitment transferred
to it under this Agreement,



 


to the extent not cancelled,
reduced or transferred by it under this Agreement.


 


KEXIM Facility Lenders
means:


 


		(a)	the Original KEXIM Facility Lenders; and



 


		(b)	any bank, financial institution or other regulated investment company which has become a Party
as a KEXIM Facility Lender in accordance with clause 31 (Changes to the Lenders),



 


which in each case has not ceased
to be a Party in accordance with the terms of this Agreement.


 


KEXIM
Guarantee means the guarantee agreement dated on or about the date of this Agreement between KEXIM, the Security Agent and
the KEXIM Covered Facility Lenders in respect of the KEXIM Covered Facility in agreed form.


 


KEXIM
Guarantee Fee means the fee payable or (as the context may require) paid to KEXIM under the terms of the KEXIM Guarantee (agreed
on the date of this Agreement to be 3.125% on a portion of the KEXIM Covered Facility Commitments equal to $195,000,000).


 


KEXIM Loan means a loan
made or to be made under the KEXIM Facility or the principal amount outstanding for the time being of that loan.


 


K-sure
means Korea Trade Insurance Corporation of 14, Jong-ro, Jongno-gu, Seoul, 03187, Republic of Korea.


 


K-sure Facility means
the term loan facility made available by the K-sure Facility Lenders under this Agreement as described in clause 2 (The Facilities).


 


K-sure Facility Advance means
an advance of the K-sure Facility Commitments, being the Relevant Percentage, in relation to the K-sure Facility, of an Advance.


 


K-sure Facility Commitment
means:


 


		(a)	in relation to an Original K-sure Facility Lender, the amount set opposite its name under the heading
“K-sure Facility Commitment” in Schedule 1 (The original parties) and the



    	15



    	



    

		 	amount of any other K-sure Facility
Commitment transferred to it under this Agreement; and



 


		(b)	in relation to any other K-sure Facility Lender, the amount of any K-sure Facility Commitment transferred
to it under this Agreement,



 


to the extent not cancelled,
reduced or transferred by it under this Agreement.


 


K-sure Facility Lenders
means:


 


		(a)	the Original K-sure Facility Lenders; and



 


		(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a K-sure
Facility Lender in accordance with clause 31 (Changes to the Lenders),



 


which in each case has not ceased
to be a Party in accordance with the terms of this Agreement.


 


K-sure Insurance Policy
means an insurance policy certificate(s) by and between the K-sure Facility Lenders and K-sure, the General Terms and Conditions
(Buyer Credit, Standard) for Medium and Long Term Export Insurance and the special terms and conditions attached thereto, issued
or, as the context may require, to be issued by K-sure in favour of the K-sure Facility Lenders, providing political and commercial
risks cover in accordance with such policy and otherwise setting out the terms and conditions of its insurance of an amount up
to ninety five per cent (95%) of a K-sure Facility Advance plus interest accruing thereon under the terms of this Agreement and
K-sure Insurance Policies means all of them.


 


K-sure Loan means a loan
made or to be made under the K-sure Facility or (as the context may require) the outstanding principal amount of that loan (and
it comprises the K-sure Facility Advances).


 


K-sure Premium means
the amount of premium in respect of a K-sure Facility Advance being payable or (as the context may require) paid to K-sure under
the terms of the relevant K-sure Insurance Policy for such K-sure Facility Advance on the Utilisation Date for the Advance of which
that K-sure Facility Advance forms part. The K-sure Premium payable in respect of each K-sure Facility Advance in accordance with
the relevant K-sure Insurance Policy shall be an amount equal to 2.75% of the K-sure Facility Advance actually requested to be
utilised in the Utilisation Request for such K-sure Facility Advance.


 


Last Availability Date means,
in relation to each Advance, the earlier of (a) the Delivery Date for the relevant Ship and (b) the Backstop Date for such Ship
(or such later date as may be approved by all the Lenders and the ECAs).


 


Legal Opinion means any
legal opinion delivered to the Agent and the Security Agent under clause 4 (Conditions of Utilisation).


 


Legal Reservations means:


 


		(a)	the principle that equitable remedies may be granted or refused at the discretion of a court and
the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;



 


		(b)	the time barring of claims under the Limitation Act 1980 and Foreign Limitation Periods Act 1984,
the possibility that an undertaking to assume liability for, or indemnify a person against, non-payment of UK stamp duty may be
void and defences of set-off or counterclaim;



 


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




    	16



    	



    


		(d)	any other matters which are set out as qualifications or reservations as to matters of law of general
application in a Legal Opinion.



 


Lender means:


 


		(a)	any K-sure Facility Lender;



 


		(b)	any KEXIM Facility Lender;



 


		(c)	any KEXIM Covered Facility Lender; and



 


		(d)	any Commercial Facility Lender,



 


which in each case has not ceased
to be a Lender in accordance with the terms of this Agreement, and Lenders mean all of them.


 


LIBOR means, in relation
to any Facility Advance or any part of it or any Unpaid Sum:


 


		(a)	the applicable Screen Rate; or



 


		(b)	if no Screen Rate is available for the relevant Interest Period, the Interpolated Screen Rate for
that Facility Advance (or the relevant part of it) or that Unpaid Sum,



 


as of 11:00a.m. on the Quotation
Day for the offering of deposits in dollars for a period comparable to the Interest Period for that Facility Advance or relevant
part of it or Unpaid Sum and, if that rate is less than zero (0), LIBOR shall be deemed to be zero (0).


 


Loans mean the K-sure
Loan, the KEXIM Covered Loan, the KEXIM Loan and the Commercial Loan and Loan means any one of them.


 


Loss Payable Clauses
means, in relation to a Ship, the provisions concerning payment of claims under the Ship’s Insurances in the form scheduled to
the Ship’s General Assignment or (as the case may be) Deed of Covenant or in another approved form.


 


Losses means any costs,
expenses (including, but not limited to, legal fees), payments, charges, losses, demands, liabilities, taxes (including VAT) claims,
actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.


 


Major Casualty means
any casualty to a vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty
Amount.


 


Major Casualty Amount
means, in relation to a Ship, the amount specified as such against the name of that Ship in Schedule 2 (Ship information)
or the equivalent in any other currency.


 


Majority Lenders means:


 


		(a)	if no Advances are then outstanding, a Lender or Lenders whose Commitments aggregate more than
66.67% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66.67% of the Total
Commitments immediately prior to the reduction) and, in each such case, at least one such Lender is a Commercial Facility Lender;
or



 


		(b)	at any other time, a Lender or Lenders whose participations in the Advances aggregate more than
66.67% of the aggregate Advances and, in each such case, at least one such Lender is a Commercial Facility Lender.



 


Manager means, in relation
to a Ship, the Commercial Manager or the Technical Manager for that Ship and Managers means both of them.



    	17



    	



    


Manager’s Undertaking
means, in relation to a Ship, an undertaking by any manager of the Ship to the Security Agent in the agreed form pursuant to clause
23.3 (Manager).


 


Margin means:


 


		(a)	in relation to the K-sure Facility and the K-sure Loan, 1.45 per cent per annum;



 


		(b)	in relation to the KEXIM Facility, 1.95 per cent per annum;



 


		(c)	in relation to the KEXIM Covered Facility, 1.40 per cent per annum; and



 


		(d)	in relation to the Commercial Facility and the Commercial Loan, 2.15 per cent per annum.



 


Material Adverse Effect
means a material adverse effect on:


 


		(a)	the business, operations, property, financial condition or performance of any Obligor or of the
Group taken as a whole; or



 


		(b)	the ability of an Obligor to perform its obligations under any of the Finance Documents; or



 


		(c)	the legality, validity or enforceability of, or the effectiveness or ranking of any Security Interest
granted or purporting to be granted pursuant to any of, the Finance Documents or any of the rights or remedies of any Finance Party
under any of the Finance Documents.



 


Minimum Value means,
in respect of an Advance and at any time, the amount in dollars which is:


 


		(a)	from the Utilisation Date of that Advance until the date falling twenty four (24) months thereafter
(the Second Anniversary), 115% of that Advance; and



 


		(b)	from the first day falling after the Second Anniversary for that Advance and at all other times
thereafter, 120% of that Advance.



 


MLP means GasLog Partners
LP of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, listed on NYSE with tracker symbol
“GLOP”.


 


MLP Guarantee means the
guarantee to be executed by MLP in favour of the Security Agent (the guarantee and indemnity clause of which will be in a substantially
similar form to the guarantee and indemnity of clause 17 (Guarantee and indemnity)) pursuant to clause 30.22 (Legal and
beneficial ownership).


 


Mortgage means, in relation
to a Ship, a first priority or (as the case may be) first preferred mortgage of the Ship in the agreed form by the
relevant Owner in favour of the Security Agent and/or any of the other Finance Parties.


 


Mortgage Period means,
in relation to a Mortgaged Ship, the period from the date the Mortgage over that Ship is executed and registered until the date
such Mortgage is released and discharged or, if earlier, its Total Loss Date.


 


Mortgaged Ship means,
at any relevant time, any Ship which has been delivered to the relevant Owner under the relevant Building Contract and is subject
to a Mortgage and/or whose Earnings, Insurances and Requisition Compensation are subject to a Security Interest under the Finance
Documents.


 


New Lender has the meaning
given to that term in clause 31 (Changes to the Lenders).


 


Notifiable Debt Purchase
Transaction has the meaning given to that term in clause 32.3(b) (Disenfranchisement of Debt Purchase Transactions entered
into by Affiliates).



    	18



    	



    


Obligors means the parties
to the Finance Documents (other than the Finance Parties, K-sure, KEXIM, any Charterers and the Managers of each Ship) and Obligor
means any one of them.


 


Option Notification Date
means, in respect of an Advance, the date falling twenty eight (28) days prior to the Prepayment Option Date for that Advance.


 


Original Financial Statements
means:


 


		(a)	the audited consolidated financial statements of the Parent for its financial year ended on 31
December 2014; and



 


		(b)	the audited consolidated financial statements of GasLog Carriers for the financial year ended on
31 December 2014.



 


Original
Lenders means:


 


		(a)	the Original K-sure Facility Lenders;



 


		(b)	the Original KEXIM Facility Lenders;



 


		(c)	the Original KEXIM Covered Facility Lenders; and



 


		(d)	the Original Commercial Facility Lenders,



 


and
Original Lender means any of them.


 


Original Security Documents
means:


 


		(a)	the Mortgages over each of the Ships;



 


		(b)	the Deeds of Covenant in relation to each of the Ships in respect of which the Mortgage is in account
current form;



 


		(c)	the General Assignments in relation to each of the Ships in respect of which the Mortgage is in
preferred form;



 


		(d)	the Charter Assignment in relation to each Ship’s Charter Documents;



 


		(e)	any Quiet Enjoyment Agreement in relation to any Ship;



 


		(f)	the Account Security in relation to each Account;



 


		(g)	the Share Security in relation to each Borrower; and



 


		(h)	any Manager’s Undertaking in relation to a Ship if required under clause 23.3 (Manager).



 


Owner means, in relation
to a Ship, the Borrower specified against the name of that Ship in Schedule 2 (Ship information) and Owners
means all of them.


 


Parent means the company
described as such in Schedule 1 (The original parties).


 


Parent Affiliate means
the Parent, each of its Affiliates, any trust of which the Parent or any of its Affiliates is a trustee, any partnership of which
the Parent or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control
of, the Parent or any of its Affiliates.


 


Participating Member State
means any member state of the European Union that has adopted the euro as its lawful currency in accordance with legislation of
the European Union relating to Economic and Monetary Union.



    	19



    	



    


Party means a party to
this Agreement.


 


Payment Disruption Event
means either or both of:


 


		(a)	a material disruption to those payment or communications systems or to those financial markets
which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in
order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond
the control of, any of the Parties; or



 


		(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related
nature) to the treasury or payments operations of a Party preventing that, or any other Party:



 


		(i)	from performing its payment obligations under the Finance Documents; or



 


		(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,



 


and which (in either such case)
is not caused by, and is beyond the control of, the Party whose operations are disrupted.


 


Permitted Maritime Liens
means, in relation to a Ship:


 


		(a)	unless a Default is continuing, any ship repairer’s or outfitter’s possessory lien in respect of
such Ship for an amount not exceeding the Major Casualty Amount for such Ship;



 


		(b)	any lien on such Ship for master’s, officer’s or crew’s wages outstanding in the ordinary course
of its trading;



 


		(c)	any lien on such Ship for salvage; and



 


		(d)	liens for master’s disbursements incurred in the ordinary course of business and any other lien
arising by operation of law in the ordinary course of the business, repair or maintenance of such Ship,



 


each securing
obligations not more than 30 days overdue.


 


Permitted Security Interests
means, in relation to any Mortgaged Ship, any Security Interest over it which is:


 


		(a)	granted by the Finance Documents; or



 


		(b)	a Permitted Maritime Lien; or



 


		(c)	created in favour of a claimant or defendant in any proceedings or arbitration as security for
costs and expenses while the relevant Owner is actively pursuing a claim or defending such proceedings or arbitration in good faith;
or



 


		(d)	a Security Interest arising by operation of law in respect of taxes which are not overdue for payment
or in respect of taxes being contested in good faith by appropriate steps; or



 


		(e)	approved by the Majority Lenders and the ECAs,



 


PROVIDED that in the
case of (c) and (d) above the relevant liens (or any claim relating thereto) are, in the reasonable opinion of the Agent (acting
on the instructions of the Majority Lenders), covered by insurance or, as the case may be, appropriate reserves have been made.



    	20



    	



    


Pollutant means and includes
crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment
is regulated or penalised by Environmental Laws.


 


Prepayment Option Date
means, in respect of an Advance, the Final Repayment Date of the Commercial Facility Advance forming part of such Advance.


 


Quiet Enjoyment Agreement
means, in relation to a Ship, a letter by the Security Agent addressed to, and acknowledged by, the relevant Owner and Charterer
of that Ship in the agreed form.


 


Quotation Day means,
in relation to any period for which an interest rate is to be determined, two days on which banks are open for general business
in London (other than Saturday and Sunday) before the first day of that period unless market practice differs in the Interbank
Market for a currency, in which case the Quotation Day for that currency shall be determined by the Agent in accordance with market
practice in the Interbank Market (and if quotations would normally be given by leading banks in the Interbank Market on more than
one day, the Quotation Day will be the last of those days).


 


Receiver means a receiver
or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property
under any relevant Security Document.


 


Registry means,
in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorised and
empowered to register the relevant Ship, the relevant Owner’s title to such Ship and the relevant Mortgage under the laws of its
Flag State.


 


Relevant Jurisdiction
means, in relation to an Obligor:


 


		(a)	its jurisdiction of incorporation;



 


		(b)	any jurisdiction where any Charged Property owned by it is situated;



 


		(c)	any jurisdiction where it conducts its business; and



 


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



 


Relevant
Percentage means:


 


		(a)	in relation to the K-sure Facility and/or the K-sure Facility Advances, 31.453 per cent; and



 


		(b)	in relation to the KEXIM Facility and/or the KEXIM Facility Advances, 15.718 per cent;



 


		(c)	in relation to the KEXIM Covered Facility and/or the KEXIM Covered Facility Advances, 15.335 per
cent; and



 


		(d)	in relation to the Commercial Facility and/or the Commercial Facility Advances, 37.495 per cent.



 


Repayment Date means,
in respect of each Facility Advance:


 


		(a)	the First Repayment Date for that Facility Advance;



 


		(b)	each of the dates falling at 6 monthly intervals thereafter up to but not including the Final Repayment
Date for that Facility Advance; and



 


		(c)	the Final Repayment Date for that Facility Advance.




    	21



    	



    


Repeating Representations
means each of the representations and warranties set out in clauses 18.1 (Status) to 18.10 (Ranking and effectiveness
of security), 18.16 (No breach of laws), 18.20 (Security and Financial Indebtedness), 18.21(a) (Legal and
beneficial ownership), 18.22 (Shares), 18.24 (No adverse consequences), 18.25 (Copies of documents) and
18.27 (No immunity).


 


Representative means
any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.


 


Requisition Compensation
means, in relation to a Ship, any compensation paid or payable by a government entity for the requisition for title, confiscation
or compulsory acquisition of such Ship.


 


Sanctions has the meaning
given to it in clause 21.11 (Sanctions).


 


Sanctions Authority has
the meaning given to it in clause 21.11 (Sanctions).


 


Screen Rate means the
London interbank offered rate administered by ICE Benchmark Administration Limited (or if ICE Benchmark Administration Limited
ceases to act in the role of administering and publishing LIBOR rates, the equivalent rate published by a subsequently appointed
administrator of LIBOR) for dollars for the relevant period displayed on the appropriate page of the Thompson Reuters screen. If
the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate
rate after consultation with the Borrowers and the Lenders.


 


Security Agent includes
any person as may be appointed as security agent and trustee for the other Finance Parties under this Agreement and the other Finance
Documents.


 


Security Documents means:


 


		(a)	the Original Security Documents; and



 


		(b)	any other document (other than the K-sure Insurance Policies and the KEXIM Guarantee) as may be
executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document
(including the MLP Guarantee and the GPHL Guarantee).



 


Security Interest means
a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest of any kind securing any obligation
of any person or any other agreement or arrangement having a similar effect.


 


Security Value means,
in respect of an Advance and at any time, the amount in dollars which, at that time, is the aggregate of (a) the
value of the Mortgaged Ship relevant to that Advance which has not then become a Total Loss (or, if less, the maximum amount capable
of being secured by the Mortgages over the Mortgaged Ships) and (b) the value of any additional security then held by the Security
Agent or any other Finance Party provided under clause 26 (Minimum security value) or clause 30.21(i)(B) (Charters)
in respect of that Advance, in each case as most recently determined in accordance with this Agreement.


 


Selection Notice means
a notice substantially in the form set out in Schedule 5 (Selection Notice) given in accordance with clause 9 (Interest
Periods).


 


Semi-Annual Financial Statements
has the meaning given to it in clause 19.1 (Financial statements).


 


Share Security means,
in relation to each Borrower, the document constituting a first Security Interest in respect of all the shares of such Borrower
executed by GasLog Carriers or (as the case may be) GPHL, in favour of the Security Agent in the agreed form.


 


Ship A means the ship
described as such in Schedule 2 (Ship information).



    	22



    	



    


Ship B means the ship
described as such in Schedule 2 (Ship information).


 


Ship C means the ship
described as such in Schedule 2 (Ship information).


 


Ship Commitment means,
in relation to a Ship, the amount specified as such in respect of such Ship in Schedule 2 (Ship information) as cancelled
or reduced pursuant to any provision of this Agreement.


 


Ship D means the ship
described as such in Schedule 2 (Ship information).


 


Ship E means the ship
described as such in Schedule 2 (Ship information).


 


Ship F means the ship
described as such in Schedule 2 (Ship information).


 


Ship G means the ship
described as such in Schedule 2 (Ship information).


 


Ship H means the ship
described as such in Schedule 2 (Ship information).


 


Ship Representations
means each of the representations and warranties set out in clauses 18.28 (Ship status) and 18.29 (Ship’s employment).


 


Ships means each of the
ships described in Schedule 2 (Ship information), being each of Ship A, Ship B, Ship C, Ship D, Ship E, Ship F, Ship
G and Ship H, and:


 


	 	(a)	in relation to Advance A, it means Ship A;




 


		(b)	in relation to Advance B, it means Ship B;



 


		(c)	in relation to Advance C, it means Ship C;



 


		(d)	in relation to Advance D, it means Ship D;



 


		(e)	in relation to Advance E, it means Ship E;



 


		(f)	in relation to Advance F, it means Ship F;



 


		(g)	in relation to Advance G, it means Ship G; and



 


		(h)	in relation to Advance H, it means Ship H,



 


and Ship means any of
them.


 


Spill means any spill,
release or discharge of a Pollutant into the environment.


 


Subsidiary of a person
means any other person:


 


		(a)	directly or indirectly controlled by such person; or



 


		(b)	of whose dividends or distributions on ordinary voting share capital such person is entitled to
receive more than 50%.



 


Tax means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any
failure to pay or any delay in paying any of the same) and Taxation shall be construed accordingly.


 


Technical Manager means,
in relation to a Ship, GasLog LNG Services Ltd. of Bermuda, or another manager appointed as the technical manager of that Ship
by the relevant Owner in accordance with clause 23.3 (Manager).



    	23



    	



    


Tolerance Period means:


 


		(a)	in relation to each of Ship A, Ship B, Ship C or Ship D, a period of seven (7) days after such
Ship’s Delivery Date;



 


		(b)	in relation to Ship E, a period of forty six (46) days after such Ship’s Delivery Date;



 


		(c)	in relation to Ship F, a period of one hundred and six (106) days after such Ship’s Delivery
Date; and



 


		(d)	in relation to Ship G, a period of three hundred and ninety nine (399) days after such Ship’s
Delivery Date.



 


Total Commercial Facility
Commitments means the aggregate of the Commercial Facility Commitments, being $491,689,600 as at the date of this Agreement.


 


Total Commitments means
the aggregate of the Total K-sure Facility Commitments, the Total KEXIM Facility Commitments the Total KEXIM Covered Facility Commitments
and the Total Commercial Facility Commitments, being $1,311,356,340 at the date of this Agreement.


 


Total KEXIM Facility Commitments
means the aggregate of the KEXIM Facility Commitments, being $206,115,200 as at the date of this Agreement.


 


Total KEXIM Covered Facility
Commitments means the aggregate of the KEXIM Covered Facility Commitments, being $201,093,750 as at the date of this Agreement.


 


Total K-sure Facility Commitments
means the aggregate of the K-sure Facility Commitments, being $412,457,790 as at the date of this Agreement.


 


Total Loss means, in
relation to a vessel, its:


 


		(a)	actual, constructive, compromised, agreed or arranged total loss; or



 


		(b)	requisition for title, confiscation or other compulsory acquisition by a government entity; or



 


		(c)	condemnation, capture, seizure, arrest or detention for more than 30 days; or



 


		(d)	hijacking, piracy or theft for more than 60 days.



 


Total Loss Date means,
in relation to the Total Loss of a vessel:


 


		(a)	in the case of an actual total loss, the date it happened or, if such date is not known, the date
on which the vessel was last reported;



 


		(b)	in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:



 


		(i)	the date notice of abandonment of the vessel is given to its insurers; or



 


		(ii)	if the insurers do not admit such a claim, the date later determined by a competent court of law
to have been the date on which the total loss happened; or



 


		(iii)	the date upon which a binding agreement as to such compromised or arranged total loss has been
entered into by the vessel’s insurers;



 


		(c)	in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened;



 


		(d)	in the case of condemnation, capture, seizure, arrest or detention, the date 30 days after
the date upon which it happened; and




    	24



    	



    


		(e)	in the case of hijacking, piracy or theft, the date 60 days after the date upon which it happened.



 


Total Loss Repayment Date
means, where a Mortgaged Ship has become a Total Loss after its Delivery, the earlier of:


 


		(a)	the date falling 180 days after its Total Loss Date; and



 


		(b)	the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid
by insurers or the relevant government entity.



 


Transfer Certificate
means a certificate substantially in the form set out in Schedule 7 (Form of Transfer Certificate) or any other form
agreed between the Agent and the Borrowers or, at any time after the occurrence of an Event of Default, required by the Agent.


 


Transfer Date means,
in relation to an assignment pursuant to a Transfer Certificate, the later of:


 


		(a)	the proposed Transfer Date specified in the Transfer Certificate; and



 


		(b)	the date on which the Agent executes the Transfer Certificate.



 


Treasury Transaction
means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or
price.


 


Trust Property means,
collectively:


 


		(a)	all moneys duly received by the Security Agent under or in respect of the Finance Documents;



 


		(b)	any portion of the balance on any Account held by or charged to the Security Agent at any time;



 


		(c)	the Security Interests, guarantees, security, powers and rights given to the Security Agent under
and pursuant to the Finance Documents including, without limitation, the covenants given to the Security Agent in respect of all
obligations of any Obligor and any Manager;



 


		(d)	all assets paid or transferred to or vested in the Security Agent or its agent or received or recovered
by the Security Agent or its agent in connection with any of the Finance Documents whether from any Obligor, any Manager or any
other person; and



 


		(e)	all or any part of any rights, benefits, interests and other assets at any time representing or
deriving from any of the above, including all income and other sums at any time received or receivable by the Security Agent or
its agent in respect of the same (or any part thereof).



 


Unpaid Sum means any
sum due and payable but unpaid by an Obligor under the Finance Documents.


 


US means the United States
of America.


 


US Tax Obligor means:


 


		(a)	a Borrower if it is resident for tax purposes in the US; or



 


		(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the
US for US federal income tax purposes.



 


Utilisation means the
making of an Advance.



    	25



    	



    


Utilisation Date means
the date on which a Utilisation is made.


 


Utilisation Request means
a notice substantially in the form set out in Schedule 4 (Utilisation Request).


 


VAT means:


 


		(a)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system
of value added tax (EC Directive 2006/112); and



 


		(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution
for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.



 


	1.2		Construction



 


		(a)	Unless a contrary indication appears, any reference in any of the Finance Documents to:



 


		(i)	Sections, clauses and Schedules are to be construed as references to the Sections and
clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;



 


		(ii)	a Finance Document or any other agreement or instrument is a reference to that Finance Document
or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;



 


		(iii)	words importing the plural shall include the singular and vice versa;



 


		(iv)	a time of day is to London time;



 


		(v)	any person includes its successors in title, permitted assignees or transferees;



 


		(vi)	the knowledge, awareness and/or beliefs (and similar expressions) of any Obligor shall be construed
so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry;



 


		(vii)	two or more persons are acting in concert if pursuant to an agreement or understanding (whether
formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares, partnership interest
or units or limited liability company interests in an entity by any of them, either directly or indirectly, to obtain or consolidate
control of that entity;



 


		(viii)	a document in agreed form means:



 


		(A)	where a Finance Document has already been executed by all of the relevant parties to it, such Finance
Document in its executed form;



 


		(B)	prior to the execution of a Finance Document, the form of such Finance Document separately agreed
in writing between the Agent (acting on the instructions of all the Lenders) and the Borrowers, whether before or after the date
of this Agreement, as the form in which that Finance Document is to be executed or another form approved at the request of the
Borrowers or, if not so agreed or approved, in the form reasonably required by the Agent;



 


		(ix)	approved by the Majority Lenders
or approved by the Lenders means approved in writing by the Agent acting on the instructions of the Majority Lenders
or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and otherwise approved
means approved in writing by the Agent acting on the instructions of the Majority Lenders (on such conditions



    	26



    	



    

		 	as the Agent (acting on the instructions
                                         of the Majority Lenders) may impose) and approval and approve shall be
                                         construed accordingly;



 


		(x)	assets includes present and future properties, revenues and rights of every description;



 


		(xi)	an authorisation means any authorisation, consent, concession, approval, resolution, licence,
exemption, filing, notarisation or registration;



 


		(xii)	charter commitment means, in relation to a vessel, any charter or contract for the use,
employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes
any agreement for pooling or sharing income derived from any such charter or contract;



 


		(xiii)	control of an entity means:



 


		(A)	the power (whether by way of ownership of shares, partnership interest or units or limited liability
company interest or by proxy, contract, agency or otherwise, directly or indirectly) to:



 


		(1)	cast, or control the casting of, more than 50% of the maximum number of votes that might be cast
at a general meeting (or equivalent) of that entity; or



 


		(2)	appoint or remove all, or the majority, of the directors or other equivalent officers of that entity;
or



 


		(3)	give directions with respect to the operating and financial policies of that entity with which
the directors or other equivalent officers of that entity are obliged to comply; and/or



 


		(B)	the holding beneficially of more than 50% of the issued share capital, partnership interest or
units or limited liability company interest of that entity, as the case may be, (excluding any part of that issued share capital,
partnership interest or units or limited liability company interest that carries no right to participate beyond a specified amount
in a distribution of either profits or capital) (and, for this purpose, a Security Interest over share capital, partnership interest
or units or limited liability company interest shall be disregarded in determining the beneficial ownership of such share capital,
partnership interest or units or limited liability company interest);



 


and
controlled shall be construed accordingly;


 


		(xiv)	the term disposal or dispose means a sale, transfer or other disposal (including
by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction
or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;



 


		(xv)	dollar, $ and USD mean the lawful currency of the United States of America;



 


		(xvi)	the equivalent of an amount specified in a particular currency (the specified currency
amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified
currency amount in the London foreign exchange market at or about 11 a.m. on the date the calculation falls to be made for spot
delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent’s spot
rate of exchange);



 


		(xvii)	a government entity means any government, state or agency of a state;




    	27



    	



    


		(xviii)	a group of Lenders includes all the Lenders;



 


		(xix)	a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance
against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person
or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed
in order to maintain or assist the ability of such person to meet its indebtedness;



 


		(xx)	indebtedness includes any obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual or contingent;



 


		(xxi)	month means a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month or the calendar month in which it is to end, except that:



 


		(A)	if the numerically corresponding day is not a Business Day, that period shall end on the next Business
Day in that month (if there is one) or on the immediately preceding Business Day (if there is not); and



 


		(B)	if there is no numerically corresponding day in that month, that period shall end on the last Business
Day in that month



 


and the above rules in paragraphs
(A) to (B) will only apply to the last month of any period;


 


		(xxii)	an obligation means any duty, obligation or liability of any kind;



 


		(xxiii)	something being in the ordinary course of business of a person means something that is in
the ordinary course of that person’s current day-to-day operational business (and not merely anything which that person is entitled
to do under its Constitutional Documents);



 


		(xxiv)	pay, prepay or repay in clause 29 (Business restrictions) includes
by way of set-off, combination of accounts or otherwise;



 


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



 


		(xxvi)	a regulation includes any regulation, rule, official directive, request or guideline (whether
or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;



 


		(xxvii)	right means any right, privilege, power or remedy, any proprietary interest in any asset
and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or
in equity;



 


		(xxviii)	trustee, fiduciary and fiduciary duty has in each case the meaning given to
such term under applicable law;



 


		(xxix)	(i) the liquidation, winding up, dissolution, or administration of
person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings
or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings
or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established
or incorporated or any



    	28



    	



    

		 	jurisdiction in which such person
carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief of debtors;



 


		(xxx)	a wholly-owned subsidiary has the meaning given to that term in section 1159 of the Companies
Act 2006; and



 


		(xxxi)	a provision of law is a reference to that provision as amended or re-enacted.



 


		(b)	The determination of the extent to which a rate is for a period equal in length to an Interest
Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms
of this Agreement.



 


		(c)	Where in this Agreement a provision includes a monetary reference level in one currency, unless
a contrary indication appears, such reference level is intended to apply equally to its equivalent in other currencies as of the
relevant time for the purposes of applying such reference level to any other currencies.



 


		(d)	Section, clause and Schedule headings are for ease of reference only.



 


		(e)	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.



 


		(f)	A Default (other than an Event of Default) is continuing if it has not been remedied or
waived and an Event of Default is continuing if it has not been waived or remedied to the satisfaction of the Agent (acting
on the instructions of all the Lenders).



 


		(g)	Unless a contrary indication appears, in the event of any inconsistency between the terms of this
Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter, the terms of this Agreement
shall prevail.



 


	1.3		Third party rights



 


		(a)	Except for a provision expressed to be in favour of an ECA, rights expressed to be for benefit
of or exercisable by an ECA under a Finance Document or, unless expressly provided to the contrary in a Finance Document, a provision
expressed to be for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance
Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy
the benefit of any term of the relevant Finance Document.



 


		(b)	Any Finance Document may be rescinded or varied by the parties to it without the consent of any
person who is not a party to it (unless otherwise provided by this Agreement in respect of K-sure and KEXIM and without prejudice
to the provisions of any K-sure Insurance Policy and the KEXIM Guarantee).



 


		(c)	An Indemnified Person who is not a party to a Finance Document may only enforce its rights under
that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.



 


		(d)	Each party agrees that (i) neither ECA shall have any obligations or liabilities under this Agreement
unless and until it becomes a Lender in accordance with the terms of this Agreement and (ii) this Agreement may not be amended
to limit, modify or eliminate any rights of an ECA without its prior written consent.




    	29



    	



    


	1.4		Finance Documents



 


Where any other Finance Document
provides that this clause 1.4 shall apply to that Finance Document, any other provision of this Agreement which, by its terms,
purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out
in it but with all necessary changes.


 


	1.5		Conflict of documents



 


		(a)	The terms of the Finance Documents (other than as relates to the creation and/or perfection of
security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement
and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions
of this Agreement shall prevail.



 


		(b)	In case of any conflict between any provision of a Finance Document and the K- Sure Insurance Policy,
the provisions of the K- Sure Insurance Policy shall, as between the Finance Parties (other than the Security Agent) and K- Sure,
prevail, and to the extent of such conflict or inconsistency, none of the Finance Parties (other than the Security Agent) shall
assert to K- Sure the terms of the relevant Finance Documents.



 


	2		The Facilities



 


	2.1		The K-sure Facility



 


Subject
to the terms of this Agreement, the K-sure Facility Lenders make available to the Borrowers a term loan facility in an aggregate
amount equal to the Total K-sure Facility Commitments.


 


	2.2		The KEXIM Facility



 


Subject
to the terms of this Agreement, the KEXIM Facility Lenders make available to the Borrowers a term loan facility in an aggregate
amount equal to the Total KEXIM Facility Commitments.


 


	2.3		The KEXIM Covered Facility



 


Subject
to the terms of this Agreement, the KEXIM Covered Facility Lenders make available to the Borrowers a term loan facility in an
aggregate amount equal to the Total KEXIM Covered Facility Commitments.


 


	2.4		The Commercial Facility



 


Subject
to the terms of this Agreement, the Commercial Facility Lenders make available to the Borrowers a term loan facility in an aggregate
amount equal to the Total Commercial Facility Commitments.


 


	2.5		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.




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		(c)	A Finance Party may, except as otherwise stated in the Finance Documents (including clauses 33.30
(All enforcement action through the Security Agent) and 34.2 (Finance Parties acting together)), separately enforce
its rights under the Finance Documents.



 


	2.6		Borrowers’ rights and obligations



 


		(a)	The obligations of each Borrower under this Agreement are joint and several. Failure by a Borrower
to perform its obligations under this Agreement shall constitute a failure by all of the Borrowers.



 


		(b)	Each Borrower irrevocably and unconditionally jointly and severally with each other Borrower:



 


		(i)	agrees that it is responsible for the performance of the obligations of each other Borrower under
this Agreement;



 


		(ii)	acknowledges and agrees that it is a principal and original debtor in respect of all amounts due
from the Borrowers under this Agreement; and



 


		(iii)	agrees with each Finance Party that, if any obligation of another Borrower under this Agreement
is or becomes unenforceable, invalid or illegal for any reason it will, as an independent and primary obligation, indemnify that
Finance Party immediately on demand against any and all Losses it incurs as a result of another Borrower not paying any amount
which would, but for such unenforceability, invalidity or illegality, have been payable by that other Borrower under this Agreement.
The amount payable under this indemnity shall be equal to the amount which that Finance Party would otherwise have been entitled
to recover.



 


		(c)	The obligations of each Borrower under the Finance Documents shall continue until all amounts which
may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably and unconditionally
paid or discharged in full, regardless of any intermediate payment or discharge in whole or in part.



 


		(d)	If any discharge, release or arrangement (whether in respect of the obligations of a Borrower or
any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security
or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation,
then the liability of the Borrowers under this Agreement will continue or be reinstated as if the discharge, release or arrangement
had not occurred.



 


		(e)	The obligations of each Borrower under the Finance Documents shall not be affected by an act, omission,
matter or thing which, but for this clause (whether or not known to it or any Finance Party), would reduce, release or prejudice
any of its obligations under the Finance Documents including:



 


		(i)	any time, waiver or consent granted to, or composition with, any Obligor or other person;



 


		(ii)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any other Obligor;



 


		(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 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 or any other person;




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		(v)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or
not more onerous) or replacement of a Finance Document or any other document or security;



 


		(vi)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document or any other document or security; or



 


		(vii)	any insolvency or similar proceedings.



 


		(f)	Each Borrower waives any right it may have of first requiring any Finance Party (or any trustee
or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming
from that Borrower under any Finance Document. This waiver applies irrespective of any law or any provision of a Finance Document
to the contrary.



 


		(g)	Until all amounts which may be or become payable by the Obligors under or in connection with the
Finance Documents have been irrevocably and unconditionally paid or discharged in full, each Finance Party (or any trustee or agent
on its behalf) may:



 


		(i)	refrain from applying or enforcing any other moneys, security or rights held or received by that
Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner
and order as it sees fit (whether against those amounts or otherwise) and no Borrower will be entitled to the benefit of the same;
and



 


		(ii)	hold in an interest-bearing suspense account any money received from any Borrower or on account
of any Borrower’s liability under any Finance Document.



 


		(h)	Until all amounts which may be or become payable by the Obligors under or in connection with the
Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs (on such terms as it may require),
no Borrower shall exercise any rights (including rights of set-off) which it may have by reason of performance by it of its obligations
under the Finance Documents:



 


		(i)	to be indemnified by another Obligor; and/or



 


		(ii)	to claim any contribution from any other Obligor or any guarantor of any Obligor’s obligations
under the Finance Documents; and/or



 


		(iii)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Finance Parties under the Finance Documents or of any guarantee or security taken pursuant to, or in connection with,
the Finance Documents by any Finance Party; and/or



 


		(iv)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or
perform any obligation, in respect of which that Borrower is liable under this Agreement or any of the other Finance Documents;
and/or



 


		(v)	to exercise any right of set-off against any other Obligor; and/or



 


		(vi)	to claim or prove as a creditor of any other Obligor in competition with any Finance Party.



 


If
a Borrower receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the
Agent for application in accordance with clause 36 (Payment mechanics). This only applies until all amounts which may be
or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.



    	32



    	



    


	2.7		Adjustment for liquidated damages



 


If an Owner becomes entitled
to receive liquidated damages under a Building Contract or to have liquidated damages deducted from the Contract Price for the
relevant Ship (other than, in each case, liquidated damages on account of delayed delivery), the Ship Commitment for the relevant
Ship and the Total Commitments shall each be reduced by an amount equal to 80% of such liquidated damages and the Facility Commitments
and the Commitments shall be reduced pro rata.


 


	3		Purpose



 


	3.1		Purpose



 


The Borrowers shall apply all
amounts borrowed under the Facilities to finance the acquisition of the Ships in accordance with and subject to clause 3.2 (Use).


 


	3.2		Use



 


The Ship Commitment for each
Ship shall be made available to the Borrowers solely for the purpose of assisting:


 


		(a)	the relevant Owner to finance the part of the Contract Price of that Ship falling due on its Delivery
by paying the same to the relevant Builder or, if and to the extent that there is a surplus after such payment to the Builder because
the Ship Commitment (and the Advance) for such Ship is more than the part of the Contract Price which it is intended to finance
on its Delivery or which is payable to the Builder, the balance shall be paid to the Borrowers or their order; and



 


		(b)	the Borrowers (i) to pay 100% of the K-sure Premium relating to the K-sure Insurance Policy for
the K-sure Facility Advance relevant to that Ship and 100% of the KEXIM Guarantee Fee insofar as it relates to the KEXIM Covered
Facility Advance relevant to that Ship and/or (ii) if and to the extent the Borrowers have already made any such payment, in reimbursement
to the Borrowers of such payment.



 


	3.3		Monitoring



 


No Finance Party is bound to
monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


	4		Conditions of Utilisation



 


	4.1		Conditions precedent to delivering of a Utilisation Request



 


The Borrowers may not deliver
a Utilisation Request unless the Agent, or its duly authorised representative, has received all of the documents and other evidence
listed in Part 1 of Schedule 3 (Conditions precedent to any Utilisation) in form and substance satisfactory to the
Agent (and each ECA, but as regards K-sure only, only if K-sure elects to review the documents and evidence of Schedule 3
(Conditions precedent)).


 


	4.2		Conditions precedent to Utilisation



 


The Ship Commitment in respect
of a Ship may only be drawn down under this Agreement if, on or before the Utilisation Date of the relevant Advance for that Ship,
the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 of Schedule 3
(Conditions precedent on Delivery) in relation to such Ship, in form and substance satisfactory to the Agent (and each ECA,
but as regards K-sure only, only if K-sure elects to review the documents and evidence of Schedule 3 (Conditions precedent)).



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	4.3		Notice to Lenders



 


The Agent shall notify the Borrowers
and the Lenders and each ECA promptly upon receiving and being satisfied with all of the documents and evidence delivered to it
under this clause 4. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before
the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent
shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.


 


	4.4		Further conditions precedent



 


The Lenders will only be obliged
to comply with clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation
Date:


 


		(i)	no Default is continuing or would result from the proposed Utilisation;



 


		(ii)	the Repeating Representations are true and, in relation to the first Utilisation, all of the other
representations set out in clause 18 (Representations) (except the Ship Representations) are true;



 


		(iii)	the Ship Representations are true as far as they relate to the Ship relating to the proposed Utilisation
being made;



 


		(iv)	no events, facts, conditions or circumstances shall exist or have arisen or occurred (and neither
the Agent nor any Lender shall have become aware of other events, facts, conditions or circumstances not previously known to it),
which the Agent (acting on the instructions of the Majority Lenders) shall determine, have had or might have, a Material Adverse
Effect;



 


		(v)	no Total Loss Date has occurred in relation to the Ship to which the Utilisation relates;



 


		(vi)	in respect of the relevant Advance the Security Value would not be less than the Minimum Value
immediately after the proposed Utilisation;



 


		(vii)	the Agent has not received any notice from either ECA requesting the Lenders or any other Finance
Party to suspend the Utilisation of the Facility; and



 


		(viii)	no prepayment or cancellation event has occurred under clause 7.11 (Mandatory prepayment and
cancellation following non-compliance with Sanctions).



 


	4.5		Waiver of conditions precedent



 


The conditions in this clause
4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or
without conditions by the Agent acting on the instructions of the Majority Lenders and the ECAs Provided however that the
conditions set out under clauses 2, 3, 4, 8 and 9 of Part 1 and clauses 2, 4, 5, 6, 8, 11 and 12 of Part 2 of Schedule 3 (Conditions
precedent) may only be waived by the Agent, acting on the instructions of all the Lenders and each ECA.


 


	5		Utilisation



 


	5.1		Delivery of a Utilisation Request



 


The Borrowers may utilise the
Facilities by delivery to the Agent of a duly completed Utilisation Request not later than 11:00 a.m. five Business Days before
the proposed Utilisation Date.



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	5.2		Completion of a Utilisation Request



 


		(a)	A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:



 


		(i)	the proposed Utilisation Date in respect of an Advance is a Business Day falling not later than
the Last Availability Date for that Advance;



 


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



 


		(iii)	the proposed Interest Period complies with clause 9 (Interest Periods); and



 


		(iv)	it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose)
and it identifies the Ship Commitment and the Advance to which it relates.



 


		(b)	Only one Advance may be requested in each Utilisation Request and only one Advance may be made
in respect of each Ship under the relevant Ship Commitment.



 


	5.3		Currency and amount



 


		(a)	The currency specified in a Utilisation Request must be dollars.



 


		(b)	The total amount available and advanced under the Facilities shall not exceed the lower of:



 


		(i)	the Total Commitments; and



 


		(ii)	X plus Y, where X is the lower of:



 


		(A)	$1,293,920,000; and



 


		(B)	the amount in dollars which is equal to 80% of the aggregate of the Contract Price of all Ships,



 


and Y
is the amount in dollars equal to 100% of the K-sure Premium for each K-sure Insurance Policy and 100% of the total KEXIM Guarantee
Fee.


 


		(c)	A proposed Advance specified in a Utilisation Request in relation to a Ship and the Advance in
relation to that Ship shall:



 


		(i)	not exceed the lower of:



 


		(1)	the Ship Commitment for that Ship; and



 


		(2)	the aggregate of:



 


		(A)	the amount in dollars which is equal to 80% of the Contract Price for that Ship; and



 


		(B)	the amount in dollars equal to 100% of the K-sure Premium for the K-sure Insurance Policy in relation
to that Advance, and 100% of the total KEXIM Guarantee Fee in relation to that Advance; and



 


		(ii)	comprise a Commercial Facility Advance, a KEXIM Facility Advance, a KEXIM Covered Facility Advance
and a K-sure Facility Advance, each in the Relevant Percentage of the Advance for that Ship.




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		(d)	An Advance shall be used for the purpose specified in clause 3 (Purpose) and solely in relation
to the Ship to which that Advance relates, namely:



 


		(i)	Advance A shall be made available under the Ship Commitment for Ship A;



 


		(ii)	Advance B shall be made available under the Ship Commitment for Ship B;



 


		(iii)	Advance C shall be made available under the Ship Commitment for Ship C;



 


		(iv)	Advance D shall be made available under the Ship Commitment for Ship D;



 


		(v)	Advance E shall be made available under the Ship Commitment for Ship E;



 


		(vi)	Advance F shall be made available under the Ship Commitment for Ship F;



 


		(vii)	Advance G shall be made available under the Ship Commitment for Ship G; and



 


		(viii)	Advance H shall be made available under the Ship Commitment for Ship H.



 


	5.4		Lenders’ participation



 


		(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation
in each Advance available by 11:00 am on the Utilisation Date through its Facility Office.



 


		(b)	The amount of each Lender’s participation in a Facility Advance being part of an Advance will be
equal to the proportion borne by its K-sure Facility Commitment, KEXIM Facility Commitment, KEXIM Covered Facility Commitment or
Commercial Facility Commitment (as applicable) to the Total K-sure Facility Commitments, Total KEXIM Facility Commitments, Total
KEXIM Covered Facility Commitments or Total Commercial Facility Commitments (as applicable) immediately prior to making the relevant
Advance.



 


		(c)	The Agent shall promptly notify each Lender of the amount of each Advance and each Facility Advance
and the amount of its participation in each Advance and each Facility Advance, in each case by 16:00 pm (London time) on the day
before the Quotation Day.



 


		(d)	The Agent shall pay all amounts received by it in respect of each Advance (and its own participation
in it, if any) to the Borrowers or for the account of any of them or to the relevant Builder or (in the case of any amounts of
K-sure Premium or KEXIM Guarantee Fee, to the relevant ECA), in each case in accordance with the instructions contained in the
relevant Utilisation Request.



 


	5.5		Pre-placement of Advances



 


		(a)	Notwithstanding that the Borrowers may have not yet satisfied all of the conditions precedent set
out in Schedule 3 (Conditions precedent), in order to facilitate compliance by any Owner with a Building Contract,
and provided that:



 


		(i)	the Borrowers have submitted a Utilisation Request in respect of an Advance in accordance with
this clause 5;



 


		(ii)	the Borrowers have satisfied the conditions precedent set out in paragraphs 1, 2, 3, 5, 6, 7, 8
and 9 of Part 1 and (in relation to that Advance) in paragraphs 8, 11(a) and (c) and 12 of Part 2 of Schedule 3 (Conditions
precedent to any Utilisation); and



 


		(iii)	in the reasonable opinion of the Agent (acting on the instructions of the Majority Lenders) and
the ECAs the Borrowers are reasonably likely to satisfy all remaining and outstanding conditions precedent set out in Part 1 and
Part 2 of Schedule 3 (Conditions precedent) in relation to the Ship to which such Advance relates within 




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		 	3 Business Days (or, in the case
of Ship G and Ship H, 2 Business Days) from the Utilisation Date for such Advance and in any event on or before the Release for
such Advance (as defined below in clause 5.5(b)),



 


the
Lenders (following a decision made by the Majority Lenders and the approval of each ECA, all acting reasonably) may, subject to
the other terms and conditions of this clause 5.5 and the other provisions of this Agreement, make such Advance available on the
date specified in the relevant Utilisation Request, being the date on which the final instalment of the relevant Contract Price
is required to be deposited in accordance with the relevant Building Contract with a bank required by the relevant Builder pursuant
to the relevant Building Contract and at all times acceptable to the Majority Lenders (acting reasonably) (a Builder’s
Bank).


 


		(b)	An Advance utilised pursuant to this clause 5.5 (a Pre-placed Advance) shall (subject to
the other provisions of this Agreement) be remitted by the Agent to the relevant Builder’s Bank as a cash deposit in the
Agent’s name with the relevant Builder’s Bank with its correspondent bank in New York, on condition that it will be
held by the relevant Builder’s Bank to the order of the Agent for release by the Agent to the relevant Builder (a Release)
and only subject to such irrevocable instructions addressed from the Agent to the relevant Builder’s Bank as are acceptable
to the Agent (Irrevocable Instructions).



 


		(c)	Any such Irrevocable Instructions in relation to a Pre-placed Advance shall in any event provide
(inter alia) that the relevant Pre-placed Advance shall be returned to the Agent within seven (7) Business Days if not released
to the Builder or its order. The Finance Parties and the Obligors hereby agree that the relevant Pre-placed Advance shall not be
released to the Builder or to its order, and the Agent (and the authorised representatives of the Agent specified in the Irrevocable
Instructions) shall not release or agree to release (whether by countersigning the “Protocol of Delivery and Acceptance”
in respect of the relevant Ship or otherwise) the relevant Pre-placed Advance to the relevant Builder or its order, unless and
until:



 


		(i)	the “Protocol of Delivery and Acceptance” in respect of that Ship has been signed by
the relevant Builder and the relevant Owner; and



 


		(ii)	the Agent is satisfied that all the conditions precedent set out in Part 1 of Schedule 3 (Conditions
precedent to any Utilisation) and Part 2 of Schedule 3 (Conditions precedent on Delivery) in relation to such Ship
and such Advance and in clause 4.4 (Further conditions precedent), have been (or will be concurrently with such release)
satisfied in full or otherwise waived in accordance with the provisions of this Agreement.



 


		(d)	Each Borrower hereby irrevocably and unconditionally undertakes that it shall not give any instructions
to a relevant Builder’s Bank in respect of a Pre-placed Advance that are inconsistent with any Irrevocable Instructions in
respect of that Pre-placed Advance.



 


		(e)	The Borrowers shall immediately prepay a Pre-placed Advance, together with interest thereon (calculated
in accordance with clause 8.1 (Calculation of interest)), on the date on which the relevant Builder’s Bank is required
to return the moneys funded by that Pre-placed Advance to the Agent in accordance with the relevant Irrevocable Instructions (and
regardless of whether the relevant Builder’s Bank has then carried out such instructions), provided that any moneys (including
interest, if any) actually returned to the Agent from the relevant Builder’s Bank shall be applied by the Agent in satisfaction
of such prepayment obligation of the Borrowers and in payment of any amounts payable by the Borrowers under clause 7.10 (Restrictions)
as a result of such prepayment.



 


		(f)	In case of application of this clause 5.5 in respect of any Pre-placed Advance, each Pre-placed
Advance shall accrue interest in accordance with the terms of clause 8.1 (Calculation of interest) from the Utilisation
Date for that Advance.




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		(g)	Any amount prepaid under clause 5.5(e) in respect of an Advance shall be, subject to the other
terms of this Agreement, available to be redrawn by the Borrowers where Delivery of the relevant Ship has been delayed, in again
assisting the relevant Owner to satisfy its obligations under the relevant Building Contract.



 


	6		Repayment



 


	6.1		Repayment



 


Subject to clause 7.9 (Prepayment
option) and the other provisions of this Agreement, the Borrowers shall on each Repayment Date for a Facility Advance, repay
to the Agent for the account of the Lenders:


 


		(a)	such part of the K-sure Loan for the account of the K-sure Facility Lenders;



 


		(b)	such part of the KEXIM Loan for the account of the KEXIM Facility Lenders;



 


		(c)	such part of the KEXIM Covered Loan for the account of the KEXIM Covered Facility Lenders; and



 


		(d)	such part of the Commercial Loan for the account of the Commercial Facility Lenders,



 


as is required to be repaid
by clause 6.2 (Scheduled repayment of Advances).


 


	6.2		Scheduled repayment of Advances



 


		(a)	The Borrowers shall repay to the K-sure Facility Lenders each K-sure Facility Advance, by 24 instalments,
one such instalment to be repaid on each of the Repayment Dates relative to such K-sure Facility Advance and, to the extent not
previously reduced, each to be in the amount of 1/24th of the amount of the relevant K-sure Facility Advance originally
drawn. The amount of each such repayment instalment due on each such Repayment Date for each K-sure Facility Advance is shown indicatively
in the relevant table of Schedule 9 (Table of Repayment Instalments), calculated on the assumption that the K-sure
Facility Commitments for the relevant K-sure Facility Advance have been utilised in full.



 


		(b)	The Borrowers shall repay to the KEXIM Facility Lenders each KEXIM Facility Advance, by 24 instalments,
one such instalment to be repaid on each of the Repayment Dates relative to such KEXIM Facility Advance and, to the extent not
previously reduced, each to be in the amount of 1/24th of the amount of the relevant KEXIM Facility Advance originally
drawn. The amount of each such repayment instalment due on each such Repayment Date for each KEXIM Facility Advance is shown indicatively
in the relevant table of Schedule 9 (Table of Repayment Instalments), calculated on the assumption that the KEXIM Facility
Commitments for the relevant KEXIM Facility Advance have been utilised in full.



 


		(c)	The Borrowers shall repay to the KEXIM Covered Facility Lenders each KEXIM Covered Facility Advance,
by 24 instalments, one such instalment to be repaid on each of the Repayment Dates relative to such KEXIM Covered Facility Advance
and, to the extent not previously reduced, each to be in the amount of 1/24th of the amount of the relevant KEXIM Covered
Facility Advance originally drawn. The amount of each such repayment instalment due on each such Repayment Date for each KEXIM
Covered Facility Advance is shown indicatively in the relevant table of Schedule 9 (Table of Repayment Instalments),
calculated on the assumption that the KEXIM Covered Facility Commitments for the relevant KEXIM Covered Facility Advance have been
utilised in full.



 


		(d)	The Borrowers shall repay to the
Commercial Facility Lenders each Commercial Facility Advance by 20 instalments, one such instalment to be repaid on each of the
Repayment Dates relative to such Commercial Facility Advance. To the extent not previously reduced, the amount of each such instalment
for each Commercial Facility Advance,



    	38



    	



    

		 	 (except for the final
instalment for each such Commercial Facility Advance), shall be 1/40th of the amount of that Commercial Facility Advance
originally drawn and the amount of the final instalment for each Commercial Facility Advance shall be 21/40th of the
amount of the relevant Commercial Facility Advance originally drawn. The amount of each such repayment instalment due on each such
Repayment Date for each Commercial Facility Advance is shown indicatively in the relevant table of Schedule 9 (Table of
Repayment Instalments), calculated on the assumption that the Commercial Facility Commitments for the relevant Commercial Facility
Advance have been utilised in full.



 


		(e)	On the Final Repayment Date in relation to a Facility Advance (without prejudice to any other provision
of this Agreement), such Facility Advance shall be repaid in full. On the Final Maturity Date (without prejudice to any other provision
of this Agreement) the Loans and any amounts owing by the Borrowers to any Finance Party under any of the Finance Documents or
owing under or in connection with any K-sure Insurance Policy or the KEXIM Guarantee (as conclusively certified by the Agent) shall
be repaid in full.



 


	6.3		Adjustment of scheduled repayments



 


		If the Facility Commitments in relation to a Facility Advance have been partially reduced under
this Agreement and/or any part of any Facility Advance is prepaid (other than under clause 6.2 (Scheduled repayment of Advances))
before any Repayment Date for that Advance, then the amount of the instalments by which the relevant Facility Advance shall be
repaid under clause 6.2 (Scheduled repayment of Advances) on any such Repayment Date for that Facility Advance (as reduced
by any earlier operation of this clause 6.3) shall be reduced pro rata to such reduction in the Facility Commitments in relation
to that Facility Advance or (as the case may be) pro rata to such prepayment of that Facility Advance.



 


	7		Illegality, prepayment and cancellation



 


	7.1		Illegality



 


If it becomes unlawful in any
applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or any of the other Finance
Documents, or for any Lender to fund or maintain its participation in any Advance or it becomes unlawful for any Affiliate of a
Lender for that Lender to do so:


 


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



 


		(b)	upon the Agent notifying the Borrowers, the Commitments of that Lender will be immediately cancelled
and the Total Commitments and Facility Commitments (for each Facility in which that Lender participates) shall each be reduced
accordingly and the remaining Ship Commitments shall be reduced rateably; and



 


		(c)	the Borrowers shall repay that Lender’s participation in the Advances on the last day of the Interest
Period for each of those Advances occurring after the Agent has notified the Borrowers or, if earlier, the date specified by the
Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).



 


	7.2		Change of Control



 


		(a)	If there is a Change of Control



 


		(i)	the Borrowers shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control
occurring; and



 


		(ii)	upon becoming notified by any Party of a Change of Control, the Agent shall, if instructed by the
Majority Lenders and the ECAs, by notice to the Borrowers, cancel the Total Commitments immediately and declare the Loans to be
payable within ten (10) Business Days from the date of such notice. Upon such notice being 



    	39



    	



    

		 	 given, the Total Commitments shall be
forthwith cancelled and the Borrowers shall, within such ten (10) Business Day period, prepay the Loans in full together with all
other amounts owing under this Agreement or any of the other Finance Documents.



 


		(b)	If the Parent ceases to be listed on an Approved Exchange, the Borrowers shall notify the Agent
of the same upon its occurrence, and the Agent, upon being notified shall, if instructed by the Majority Lenders and the ECAs,
cancel the Total Commitments immediately and declare the Loans to be payable within ten (10) Business Days from the date of such
notice. Upon such notice being given, the Total Commitments shall be immediately cancelled and the Borrowers shall, within such
ten (10) Business Day period, prepay the Loans in full together with all other amounts owing under this Agreement or any of the
other Finance Documents.



 


	7.3		Voluntary cancellation



 


The Borrowers may, if they give
the Agent not less than 30 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel
the whole or any part (being a minimum amount of $5,000,000 and a multiple of $1,000,000) of the Available Facility which is undrawn
at the proposed date of cancellation, such cancellation being applied to all the Facilities on a pro rata basis and to reduce one
or more Ship Commitments. Upon any such cancellation the Total Commitments shall be reduced by the same amount and the relevant
Commitments of the Lenders and Facility Commitments reduced on a pro rata basis.


 


	7.4		Voluntary prepayment



 


The Borrowers may, if they give
the Agent not less than 30 Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, prepay
the whole or any part of an Advance (but if in part, being an amount that reduces the amount of that Advance by a minimum amount
equal to the repayment instalments falling due under clause 6.2 (Scheduled repayment of Advances) in respect of all Facility
Advances forming part of that Advance and is a multiple of the aggregate amount of such repayment instalments), on the last day
of an Interest Period in respect of the amount to be prepaid (or any other date subject to payment of any Break Costs), such prepayment
being applied to each Loan and against each such applicable Facility Advance on a pro rata basis.


 


	7.5		Right of replacement or cancellation and prepayment in relation to a single Lender/Right
of cancellation in relation to a Defaulting Lender



 


		(a)	If:



 


		(i)	any sum payable to any Lender by an Obligor is required to be increased under clause 12.2 (Tax
gross-up); or



 


		(ii)	any Lender claims indemnification from the Borrowers under clause 12.3 (Tax indemnity) or
clause 13.1 (Increased Costs),



 


	 	 	the Borrowers may, whilst the circumstance giving
    rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the
    Commitments of that Lender and their intention to procure the repayment of that Lender’s participation in the Loans or
    give the Agent notice of their intention to replace that Lender in accordance with clause 7.5(d).




 


		(b)	On receipt of a notice referred to in clause 7.5(a) above, the Commitments of that Lender shall
immediately be reduced to zero and (unless the Commitments of the relevant Lender are replaced in accordance with clause 7.5(d))
the Total Commitments and the Facility Commitments (for each Facility in which that Lender participates) shall each be reduced
accordingly (and the Ship Commitments shall each be reduced rateably). The Agent shall as soon as practicable after receipt of
a notice referred to in clause 7.5(a) above, notify all the Lenders.




    	40



    	



    


		(c)	On the last day of each Interest Period which ends after the Borrowers have given notice under
clause 7.5(a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers
shall repay that Lender’s participation in the Loans.



 


		(d)	The Borrowers may, in the circumstances set out in clause 7.5(a), on 15 Business Days’ prior notice
to the Agent and that Lender, replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that
Lender shall assign) pursuant to clause 31 (Changes to the Lenders) all (and not part only) of its rights under this Agreement
to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrowers which confirms its willingness
to assume and does assume all the obligations of the assigning Lender in accordance with clause 31 (Changes to the Lenders)
for a purchase price in cash payable at the time of the assignment equal to the aggregate of:



 


		(i)	the outstanding principal amount of such Lender’s participation in the Loans;



 


		(ii)	all accrued interest owing to such Lender to the extent that the Agent has not given a notification
under clause 31.8 (Pro rata interest settlement);



 


		(iii)	the Break Costs which would have been payable to such Lender pursuant to clause 10.3 (Break
Costs) had the Borrowers prepaid in full that Lender’s participation in the Loans on the date of the assignment; and



 


		(iv)	all other amounts payable to that Lender under the Finance Documents on the date of the assignment.



 


		(e)	The replacement of a Lender pursuant to clause 7.5(d) shall be subject to the following conditions:



 


		(i)	the Borrowers shall have no right to replace the Agent;



 


		(ii)	neither the Agent nor any Lender shall have any obligation to find a replacement Lender;



 


		(iii)	in no event shall the Lender replaced under clause 7.5(d) be required to pay or surrender any of
the fees received by such Lender pursuant to the Finance Documents; and



 


		(iv)	the Lender shall only be obliged to assign its rights pursuant to clause 7.5(d) above once it is
satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable
laws and regulations in relation to that assignment.



 


		(f)	A Lender shall perform the checks described in clause 7.5(e)(iv) above as soon as reasonably practicable
following delivery of a notice referred to in clause 7.5(d) above and shall notify the Agent and the Borrowers when it is satisfied
that it has complied with those checks.



 


		(g)	If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst the Lender continues
to be a Defaulting Lender, give the Agent 5 Business Days’ notice of cancellation of the undrawn Commitments of that Lender.



 


		(h)	On the notice referred to in clause 7.5(g) above becoming effective, the undrawn Commitments of
the Defaulting Lender shall immediately be reduced to zero and (unless the Commitments of the relevant Lender are replaced in accordance
with 42.5 (Replacement of a Defaulting Lender)) the remaining undrawn Ship Commitments shall each be reduced rateably and
the Total Commitments and the Facility Commitments shall be reduced accordingly, and the Agent shall as soon as practicable after
receipt of such notice, notify all the Lenders.




    	41



    	



    


	7.6		Sale or Total Loss



 


On a Mortgaged Ship’s Disposal
Repayment Date:


 


		(a)	the Borrowers shall prepay in full the Advance relevant to such Ship; and



 


		(b)	the Ship Commitment for that Ship shall be reduced to zero, the Total Commitments shall be reduced
accordingly and the Facility Commitments and Commitments reduced pro rata.



 


	7.7		Termination of a K-sure Insurance Policy or KEXIM Guarantee



 


		(a)	If at any time during the Facility Period:



 


		(i)	any of the obligations of K-sure under a K-sure Insurance Policy or KEXIM under the KEXIM Guarantee
is terminated, cancelled, becomes invalid, unenforceable or otherwise ceases to be in full force and effect; or



 


		(ii)	it becomes unlawful or impossible for K-sure or KEXIM to fulfill any of the obligations expressed
to be assumed by them in a K-sure Insurance Policy or the KEXIM Guarantee (as applicable) or for the Agent, the Security Agent,
the ECA Agent, a KEXIM Covered Facility Lender or a K-sure Facility Lender to exercise the rights or any of them vested in it under
a K-sure Insurance Policy or the KEXIM Guarantee (as applicable); or



 


		(iii)	the Agent, the Security Agent or any of the Lenders is informed of K-sure’s intention to,
or K-sure has stated its intention to, repudiate, terminate, cancel or suspend the application of a K-sure Insurance Policy; or



 


		(iv)	the Agent or the Security Agent or any of the Lenders is informed of KEXIM’s intention to,
or KEXIM has stated its intention to, repudiate, terminate, cancel or suspend the application of the KEXIM Guarantee; or



 


		(v)	any of the events or circumstances set out in clauses 30.8 (Insolvency) and 30.9 (Insolvency
proceedings) occurs in relation to K-sure or KEXIM,



 


	 	then as of the time such event occurs:




 


		(i)	no Lender shall be obliged to fund any Advance;



 


		(ii)	the Total Commitments shall be automatically cancelled; and



 


		(iii)	the Loans together with accrued interest and all other sums payable under this Agreement and any
other Finance Document shall be immediately due and payable.



 


	7.8		Automatic cancellation



 


Any part of the Total Commitments
relating to an Advance which has not become available by, or which is undrawn on, the Last Availability Date applicable to it shall
be automatically cancelled at close of business in London on the Last Availability Date applicable to it.


 


	7.9		Prepayment option



 


		(a)	In the event that no later than the date falling two (2) months prior to the Final Repayment Date
of a Commercial Facility Advance forming part of an Advance, no commitment from financial institutions exists (which is evidenced
by an executed term sheet) in respect of the re-financing or extension of maturity of that Commercial Facility Advance, the Borrowers
shall notify the Agent and the Agent shall give the ECAs written notice of such circumstances on that date, upon which event:




    	42



    	



    


		(i)	K-sure shall have the right to request each K-sure Facility Lender (whereupon each K-sure Facility
Lender shall do so) to require the Borrowers to prepay in full its participation in the K-sure Facility Advance forming part of
such Advance, on the Prepayment Option Date for that Advance. In such case, on such date, all K-sure Lenders’ participations
in that K-sure Facility Advance shall be so due and payable and the K-sure Facility Commitments of all K-sure Facility Lenders
in respect of such K-sure Facility Advance will immediately be cancelled. K-sure shall have such right and each K-sure Facility
Lender shall act in accordance with K-sure’s request in respect of its own K-sure Facility Lender’s participation,
if K-sure has notified each K-sure Facility Lender and the Agent, and the Agent has notified the Borrowers and the other Lenders,
in each case not later than the Option Notification Date for the relevant Advance, of K-sure’s request to that effect and
the intention of K-sure (and, consequently, the K-sure Facility Lenders’ intention) to exercise such option;



 


		(ii)	each KEXIM Facility Lender shall have the right to require the Borrowers to prepay in full the
KEXIM Facility Advance forming part of such Advance, on the Prepayment Option Date for that Advance. In such case, on such date,
all KEXIM Facility Lenders’ participations in that Advance shall be so due and payable and the KEXIM Facility Commitments
of all such Lenders in respect of such Advance will immediately be cancelled. Each KEXIM Facility Lender shall have such right,
if any KEXIM Facility Lender has notified the other KEXIM Facility Lenders and the Agent, and the Agent has notified the Borrowers
and the other Lenders, in each case not later than the Option Notification Date for the relevant Advance, of a KEXIM Facility Lender’s
request to that effect and its intention (and, consequently, all of the KEXIM Facility Lenders’ intention) to exercise such
option.



 


		(iii)	KEXIM shall have the right to request each KEXIM Covered Facility Lender (whereupon each KEXIM
Covered Facility Lender shall do so) to require the Borrowers to prepay in full its participation in the KEXIM Covered Facility
Advance forming part of such Advance, on the Prepayment Option Date for that Advance. In such case, on such date, all KEXIM Covered
Facility Lenders’ participations in that Advance shall be so due and payable and the KEXIM Covered Facility Commitments of
all such Lenders in respect of such Advance will immediately be cancelled. KEXIM shall have such right and each KEXIM Covered Facility
Lender shall act in accordance with KEXIM’s request in respect of its own KEXIM Covered Facility participation, if KEXIM
has notified each KEXIM Covered Facility Lender and the Agent, and the Agent has notified the Borrowers and the other Lenders,
in each case not later than the Option Notification Date for the relevant Advance, of KEXIM’s request to that effect and
the intention of KEXIM (and, consequently, the KEXIM Covered Facility Lenders’ intention) to exercise such option.



 


	 	 	For the avoidance of doubt, notwithstanding anything to the contrary contained in this Agreement or any other Finance Document,
none of the K-sure Facility Lenders, K-sure, the KEXIM Facility Lenders, the KEXIM Covered Facility Lenders or KEXIM require the
consent of any person (including any other Finance Party or any Obligor) in order to exercise any of their options under this
clause 7.9(a). No K-sure Facility Lender, KEXIM Facility Lender or KEXIM Covered Facility Lender shall be entitled to exercise
any of their options under this clause 7.9(a) in respect of a K-sure Facility Advance, a KEXIM Facility Advance or a KEXIM Covered
Facility Advance respectively, unless K-sure or another KEXIM Facility Lender or KEXIM (as applicable) instructs them to do so
pursuant to the terms of this clause 7.9(a).




 


		(b)	For the avoidance of any doubt, upon the sending of any such notification from the Agent to the
Borrowers and the Lenders under paragraph (a) above in respect of a Facility Advance, the participation of the relevant Facility
Lenders in such Facility Advance shall become payable in full on the Prepayment Option Date for the Advance of which such Facility
Advance forms part, together with interest on such Facility Advance, and any and all other amounts due and payable under this Agreement
and the other Finance Documents.




    	43



    	



    


		(c)	For the avoidance of doubt, the option of each of K-sure (and, consequently the K-sure Facility
Lenders), each KEXIM Facility Lender (and, consequently the other KEXIM Facility Lenders), and KEXIM (and, consequently the KEXIM
Covered Facility Lenders) under paragraph (a) above, may be exercised in respect of each one of the Facility Advances and in respect
of any or all of the Facility Advances at K-sure’s or any KEXIM Facility Lender’s or KEXIM’s absolute discretion
(as applicable) and irrespective of any decision to exercise or not such options under this clause 7.9 in respect of this or any
other Facility Advance.



 


	7.10		Restrictions



 


		(a)	Any notice of cancellation or prepayment given by any Party under this clause 7 shall be irrevocable
and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation
or prepayment is to be made and the amount of that cancellation or prepayment and, in the case of a cancellation or prepayment
under clause 7.3 (Voluntary cancellation) or clause 7.4 (Voluntary prepayment), the relevant Advance to be cancelled
or prepaid (as the case may be).



 


		(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 but subject to the prepayment fees referred to in clause 7.12
(Prepayment fee).



 


		(c)	The Borrowers may not re-borrow any part of the Facilities which is prepaid or repaid (subject
as provided in clause 5.5(g)).



 


		(d)	The Borrowers 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.



 


		(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 7 it shall promptly forward a copy of that
notice to either the Borrowers or the affected Lender, as appropriate.



 


		(g)	If the Total Commitments are partially reduced under this Agreement (other than under clause 7.1
(Illegality), clause 7.5 (Right of replacement or cancellation and prepayment in relation to a single Lender/Right of
cancellation in relation to a Defaulting Lender) and clause 7.9 (Prepayment option)), the Commitments of the Lenders
and Facility Commitments shall be reduced pro rata (except where otherwise expressly specified in this Agreement).



 


		(h)	In all cases where the Total Commitments are partially reduced under this Agreement (other than
in relation to a cancellation of all of the Ship Commitment for a Ship) the remaining Ship Commitments shall be reduced pro rata.



 


		(i)	If the Loans are partially prepaid under this Agreement (other than under clause 7.1 (Illegality),
clause 7.5 (Right of replacement or cancellation and prepayment in relation to a single Lender / right of cancellation in relation
to a Defaulting Lender) and clause 7.9 (Prepayment option)), the amount prepaid shall reduce the participation of the
Lenders in the Loans rateably (except where otherwise expressly specified in this Agreement).



 


		(j)	Any prepayment for the account of all the Lenders shall be applied pro rata to each Lender’s
participation in the Advances (other than a prepayment under clause 7.6 (Sale or Total Loss) or where the Borrowers have
so selected under clause 7.3 (Voluntary cancellation), where such prepayment will be applied to the Advance in relation
to the relevant Ship only).




    	44



    	



    


	7.11		Mandatory prepayment and cancellation following non-compliance with Sanctions



 


If the Borrowers or any Obligor
is at any time not in compliance with the provisions of clause 21.11 (Sanctions) (but only insofar as they relate to Sanctions
not imposed by Germany, the European Union or the United Nations) or at any time when a representation made or repeated under clause
18.32 (Sanctions) (but only insofar as they relate to Sanctions not imposed by Germany, the European Union or the United
Nations) is not true, correct or accurate, then, without prejudice to any other rights of the Finance Parties under this Agreement
and the other Finance Documents:


 


		(a)	the Commitment of each Lender (excluding Lenders established under the laws of Germany and/or with
a Facility Office in Germany) will be immediately cancelled; and



 


		(b)	the Borrowers shall repay each Lender’s participation in the Loans (excluding the participation
of Lenders established under the laws of Germany and/or with a Facility Office in Germany) on the earlier of (i) the date falling
10 Business Days after the Agent notifies the Borrowers of such non-compliance and (ii) the date falling 10 Business Days after
the Borrowers become aware of such non-compliance and (iii) the last day of the Interest Period falling after the said non-compliance
has occurred.



 


	7.12		Prepayment fee



 


		(a)	If the Borrowers cancel any part or all of the KEXIM Facility Commitments and/or prepay any part
or all of any KEXIM Facility Advance pursuant to (i) clause 7.3 (Voluntary cancellation) and/or (ii) clause 7.4 (Voluntary
prepayment) and/or (iii) clause 7.6 (Sale or Total Loss) but only in the event of a sale of a Ship, then they shall
also pay to the Agent (for the account of KEXIM and the KEXIM Facility Lenders, as applicable) a prepayment fee of 0.5 per cent
of the total amount so cancelled and/or prepaid.



 


		(b)	The Borrowers acknowledge that the prepayment fees referred to in paragraph (a) above represent
a genuine pre-estimate of the loss KEXIM and the KEXIM Facility Lenders shall suffer in such circumstances.



 


		(c)	No other prepayment fees shall be payable under the Finance Documents except those referred to
in paragraph (a) above.



 


	8		Interest



 


	8.1		Calculation of interest



 


The rate of interest on each
Facility Advance forming part of an Advance for its Interest Period is the percentage rate per annum which is the aggregate of
the applicable:


 


		(a)	Margin; and



 


		(b)	LIBOR.



 


	8.2		Payment of interest



 


The Borrowers shall pay accrued
interest on:


 


		(a)	each K-sure Facility Advance for the account of the K-sure Facility Lenders;



 


		(b)	each KEXIM Covered Facility Advance for the account of the KEXIM Covered Facility Lenders;



 


		(c)	each KEXIM Facility Advance for the account of the KEXIM Facility Lenders; and



 


		(d)	each Commercial Facility Advance for the account of the Commercial Facility Lenders,




    	45



    	



    


	 	 	on the last day of each Interest Period for the Advance of which each such Facility Advance forms part (and, if an Interest Period
is longer than six months, on the dates falling at six monthly intervals after the first day of that Interest Period).




 


	8.3		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 overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate
which, subject to clause 8.3(b) below, is 2 per cent. per annum higher than the rate which would have been payable
if the overdue amount had, during the period of non-payment, constituted a Facility Advance of the Facility to which it relates
for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this
clause 8.3 shall be immediately payable by the Obligors on demand by the Agent.



 


		(b)	If any overdue amount consists of all or part of a Facility Advance which became due on a day which
was not the last day of an Interest Period relating to that Facility Advance or the relevant part of it:



 


		(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired
portion of the current Interest Period relating to that Facility Advance; and



 


		(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be
2 per cent. per annum higher than the rate which would have applied if the overdue amount had not become due.



 


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



 


	8.4		Notification of rates of interest



 


The Agent shall promptly notify
the Lenders and the Borrowers of the determination of a rate of interest under this Agreement.


 


	9	 	Interest Periods



 


	9.1		Selection of Interest Periods



 


		(a)	The Borrowers may select an Interest Period for an Advance (and each Facility Advance forming part
of such Advance) in the Utilisation Request for that Advance or (if such Advance has already been borrowed) in a Selection Notice.



 


		(b)	Each Selection Notice is irrevocable and must be delivered to the Agent by the Borrowers not later
than 11:00 a.m. three (3) Business Days before the last day of the then current Interest Period.



 


		(c)	If the Borrowers fail to deliver a Selection Notice to the Agent in accordance with clause 9.1(b),
the relevant Interest Period will, subject to clause 9.2 (Interest Periods overrunning Repayment Dates), be six (6) months.



 


		(d)	Subject to this clause 9, the Borrowers may select an Interest Period of six months or any other
period not exceeding 12 months agreed between the Borrowers and the Agent on the instructions of all the Lenders. The Parties hereby
agree that an Interest Period for a KEXIM Facility Advance forming part of an Advance shall always be six (6) months (including
where so selected by the Borrowers in a Selection Notice).




    	46



    	



    


		(e)	No Interest Period in respect of a Facility Advance shall extend beyond the Final Repayment Date
for that Facility Advance and no Interest Period shall extend beyond the Final Maturity Date.



 


		(f)	The first Interest Period for an Advance shall start on the Utilisation Date of such Advance and
each subsequent Interest Period for such Advance shall start on the last day of its preceding Interest Period.



 


		(g)	For the avoidance of doubt, all Facility Advances comprising an Advance shall have the same Interest
Period.



 


	9.2		Interest Periods overrunning Repayment Dates



 


If the Borrowers select an Interest
Period in respect of a Facility Advance which would overrun any later Repayment Date for that Facility Advance, the relevant Facility
Advance shall be divided into parts corresponding to the amounts by which the Facility Commitments for that Facility Advance are
scheduled to be reduced under clause 6.2 (Scheduled repayment of Advances) on each of the Repayment Dates for that Facility
Advance falling during such Interest Period (each of which shall have a separate Interest Period ending on the relevant Repayment
Date for that Facility Advance) and to the balance of that Facility Advance (which shall have the Interest Period selected by the
Borrowers).


 


	9.3		Non-Business Days



 


If an Interest Period would
otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar
month (if there is one) or the preceding Business Day (if there is not).


 


	10		Changes to the calculation of interest



 


	10.1		Market Disruption Event



 


		(a)	If a Market Disruption Event occurs in relation to a Facility Advance for any Interest Period,
then the rate of interest on each Lender’s share of that Facility Advance for the Interest Period shall be the percentage rate
per annum which is the sum of:



 


		(i)	the applicable Margin; and



 


		(ii)	the rate notified to the Agent by that Lender as soon as practicable (and in any event before 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 that
Lender of funding its participation in that Facility Advance from whatever source it may reasonably select.



 


		(b)	In this Agreement Market Disruption Event means that:



 


		(i)	at or about noon on the Quotation Date, the Screen Rate is not available for the relevant currency;
or



 


		(ii)	before close of business in London on the Quotation Day for the relevant Interest Period, the Agent
receives notifications from a Lender or Lenders (whose participations in the Loans equal or exceed 50% of the Loans or, if prior
to the first Utilisation, whose Commitments equal or exceed 50% of the Total Commitments) that the cost to it or them of funding
its participation in the relevant Facility Advance from whatever source it may reasonably select would be in excess of LIBOR.



 


		(c)	If a Market Disruption Event occurs the Agent shall, as soon as practicable, notify the Borrowers.




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	10.2		Alternative basis of interest or funding



 


		(a)	If a Market Disruption Event occurs and the Agent or the Borrowers so require, the Agent and the
Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for
determining the rate of interest.



 


		(b)	Any alternative basis agreed pursuant to clause 10.2(a) above shall, with the prior consent of
all the Lenders be binding on all Parties.



 


	10.3		Break Costs



 


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



 


		(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.



 


	11		Fees



 


	11.1		Commitment commission



 


		(a)	The Borrowers shall pay to the Agent (for the account of each K-sure Facility Lender) a fee in
dollars computed at the rate of 0.25 multiplied by the Margin applicable to the K-sure Facility, on the undrawn and uncancelled
portion of that Lender’s K-sure Facility Commitments calculated on a daily basis from the date of this Agreement (start date).



 


		(b)	The Borrowers shall pay to the Agent (for the account of each KEXIM Facility Lender) a fee in dollars
computed at the rate of 0.50% per annum on the undrawn and uncancelled portion of that Lender’s KEXIM Facility Commitments calculated
on a daily basis from the start date.



 


		(c)	The Borrowers shall pay to the Agent (for the account of each KEXIM Covered Facility Lender) a
fee in dollars computed at the rate of 0.25 multiplied by the Margin applicable to the KEXIM Covered Facility, on the undrawn and
uncancelled portion of that Lender’s KEXIM Covered Facility Commitments calculated on a daily basis from the start date.



 


		(d)	The Borrowers shall pay to the Agent (for the account of each Commercial Facility Lender) a fee
in dollars computed at the rate of 0.25 multiplied by the Margin applicable to the Commercial Facility, on the undrawn and uncancelled
portion of that Lender’s Commercial Facility Commitments calculated on a daily basis from the start date.



 


		(e)	The Borrowers shall pay the accrued commitment fee referred to in paragraphs (a) to (d) above on
each 30 June and 31 December of each calendar year, on the latest Last Availability Date to occur and, if cancelled in full, on
the cancelled amount of the relevant Lender’s Commitments at the time the cancellation is effective.



 


		(f)	No commitment fee is payable to the Agent (for the account of a Lender) on any undrawn Commitments
of that Lender for any day on which that Lender is a Defaulting Lender.



 


	11.2		Agency fee



 


The
Borrowers shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.



    	 	48	 



    		 



    

	11.3		Other fees



 


The
Borrowers shall pay any other fees set out in a Fee Letter in the amount and at the times agreed in the applicable Fee Letter.


 


	11.4		K-sure Premium



 


		(a)	The Borrowers acknowledge that the K-sure Facility Lenders shall procure the placement of each
K-sure Insurance Policy either through the ECA Agent or directly with K-sure and shall benefit from it throughout the duration
of the Facility Period. The Borrowers agree to pay to the Agent (for the account of K-sure) the K-sure Premium applicable to each
K-sure Facility Advance by the Utilisation Date in respect of the relevant Advance.



 


		(b)	The Borrowers agree that their obligation to make the payments set out in clause 11.4(a) to the
Agent in respect of the K-sure Premium (or any part thereof) shall be an absolute obligation and shall not be affected by any matter
whatsoever. The K-sure Premium (or any part thereof) shall not be refundable except in accordance with the terms of the relevant
K-sure Insurance Policy and K-sure’s internal regulations.



 


		(c)	If a Finance Party receives a refund of the K-sure Premium from K-sure and if all amounts due and
owing by the Borrowers, or any of them, at that time have been discharged in full, such refund shall be paid to the Borrowers.



 


		(d)	The Borrowers acknowledge that the amount of each K-sure Premium has been solely determined by
K-sure and no Finance Party is in any way involved in the determination of the amount of the K-sure Premium and agree that the
Borrowers shall have no claim or defence against any Finance Party in connection with the amount of the K-sure Premium.



 


	11.5		KEXIM Guarantee Fee



 


		(a)	The Borrowers acknowledge that the KEXIM Covered Facility Lenders shall procure the KEXIM Guarantee
is issued by KEXIM and shall benefit from it throughout the duration of the Facility Period. The Borrowers agree to pay to KEXIM
(for its own account) the KEXIM Guarantee Fee in respect of each KEXIM Covered Facility Advance in the amounts, at the rate and
in the manner specified in the KEXIM Guarantee. The KEXIM Guarantee Fee in respect of each KEXIM Covered Facility Advance shall
be payable by the Utilisation Date for the relevant Advance and otherwise subject to and as more specifically provided in the KEXIM
Guarantee.



 


		(b)	The Borrowers agree that their obligation to make the payments set out in 11.5(a) above to KEXIM
in respect of the KEXIM Guarantee Fee (or any part thereof) shall be an absolute obligation and shall not be affected by any matter
whatsoever. Any refund of the KEXIM Guarantee Fee (or any part thereof) shall be made in accordance with the KEXIM Guarantee.



 


		(c)	If a Finance Party receives a refund of the KEXIM Guarantee Fee from KEXIM and if all amounts due
and owing by the Borrowers or any of them at that time have been discharged in full, such refund shall be payable to the Borrowers.



 


		(d)	The Borrowers acknowledge that the amount of the KEXIM Guarantee Fee has been solely determined
by KEXIM and no Finance Party is in any way involved in the determination of the amount of the KEXIM Guarantee Fee and agree that
the Borrowers shall have no claim or defence against any Finance Party in connection with the amount of the KEXIM Guarantee Fee.




    	 	49	 



    		 



    

	12		Tax gross-up and
indemnities



 


	12.1		Definitions



 


		(a)	In this Agreement:



 


Protected
Party means a Finance Party or, in relation to clause 14.4 (Indemnity concerning security) and clause 14.7 (Interest)
insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning
security), any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on
account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable)
under a Finance Document, a K-sure Insurance Policy or the KEXIM Guarantee.


 


Tax Credit means a credit
against, relief or remission for, or repayment of any Tax.


 


Tax Deduction means a
deduction or withholding for or on account of Tax from a payment under a Finance Document or a K-sure Insurance Policy or the KEXIM
Guarantee, other than a FATCA Deduction.


 


Tax Payment means either
the increase in a payment made by an Obligor to a Finance Party under clause 12.2 (Tax gross-up), a payment under clause
12.3 (Tax indemnity) or a payment under clause 14.2(a)(v).


 


		(b)	Unless a contrary indication appears, in this clause 12 a reference to determines or
determined means a determination made in the absolute discretion of the person making the determination.



 


	12.2		Tax gross-up



 


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



 


		(b)	The Borrowers shall, promptly upon any of them 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 shall
notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from
a Lender it shall notify the Borrowers and that Obligor.



 


		(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from
that Obligor under the relevant Finance Document 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 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.



 


	12.3		Tax indemnity



 


		(a)	Each Obligor shall (within three Business Days of demand by the Agent) pay to a Protected Party
an amount equal to the loss, liability or cost which that Protected Party




    	 	50	 



    		 



    

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 or a K-sure Insurance Policy or the KEXIM Guarantee.


 


		(b)	Clause 12.3(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,



 


if that Tax is imposed on or
calculated by reference to the overall net income received or receivable (but not any sum deemed to be received or receivable)
by that Finance Party; or


 


		(ii)	to the extent a loss, liability or cost is compensated for by an increased payment under clause
12.2 (Tax gross-up), clause 12.7 (Stamp taxes) or clause 12.8 (Value added tax);



 


		(iii)	to the extent a loss, liability or cost is compensated for by a payment under clause 12.4 (Indemnities
on after Tax basis); or



 


		(iv)	to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.



 


		(c)	A Protected Party making, or intending to make a claim under clause 12.3(a) above shall promptly
notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers
and the Guarantors.



 


		(d)	A Protected Party shall, on receiving a payment from an Obligor under this clause 12.3, notify
the Agent.



 


	12.4		Indemnities on after Tax basis



 


		(a)	If and to the extent that any sum payable to any Protected Party by the Borrowers under any Finance
Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected
Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by
it in discharging the corresponding liability to a third party, the Borrowers shall pay that Protected Party such additional sum
as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be required to make up the
relevant deficit.



 


		(b)	If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly)
an indemnity to any Protected Party but paid by the Borrowers to any person other than that Protected Party, shall be treated as
taxable in the hands of the Protected Party, the Borrowers shall pay to that Protected Party such sum (the Compensating Sum)
as (after taking into account any Tax suffered by that Protected Party on the Compensating Sum) shall reimburse that Protected
Party for any Tax suffered by it in respect of the Indemnity Sum.




    	 	51	 



    		 



    

	12.5		FATCA Information



 


		(a)	Subject to clause 12.5(c) below, each Party shall, within ten 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 clause 12.5(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)	Clause 12.5(a) above shall not oblige any Finance Party to do anything, and clause 12.5(a)(iii)
above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:



 


		(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 clause 12.5(a)(i) or clause 12.5(a)(ii) above (including, for the avoidance of
doubt, where clause 12.5(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.



 


		(e)	If a Borrower is a US Tax Obligor, or the Agent reasonably believes that its obligations under
FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:



 


		(i)	where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of
this Agreement;



 


		(ii)	where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender,
the relevant Transfer Date; or



 


		(iii)	the date a new US Tax Obligor accedes as a Borrower; or



 


		(iv)	where the Borrower is not a US Tax Obligor, the date of a request from the Agent,



 


supply to the Agent:


 


		(A)	a withholding certificate on Form W-8 or Form W-9 or any other relevant form; or




    	 	52	 



    		 



    

		(B)	any withholding statement and other documentation, authorisation or waiver as the Agent may require
to certify or establish the status of such Lender under FATCA or that other law or regulation.



 


		(f)	The Agent shall provide any withholding certificate, withholding statement, documentation, authorisation
or waiver it receives from a Lender pursuant to this paragraph (e) to the Borrowers.



 


		(g)	If any withholding certificate, withholding statement, document, authorisation or waiver provided
to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly
update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent
unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide
any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.



 


		(h)	The Agent may rely on any withholding certificate, withholding statement, document, authorisation
or waiver it receives from a Lender pursuant to paragraphs (e) or (g) above without further verification. The Agent shall not be
liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.



 


	12.6		FATCA Deduction



 


		(a)	Each Party may make any FATCA Deduction it is required by FATCA to make, 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 Borrowers and the Agent and the Agent shall notify the other Finance Parties.



 


	12.7		Stamp taxes



 


The
Borrowers shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability
that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance
Document or any K-sure Insurance Policy or the KEXIM Guarantee provided that this clause 12.7 shall not apply in respect of any
such stamp duty or Tax which is payable in respect of an assignment or transfer by a Finance Party of any of its rights and/or
obligations under any Finance Document or any K-sure Insurance Policy or the KEXIM Guarantee, except if such assignment or transfer:


 


		(a)	is required, requested or initiated by an ECA; and/or



 


		(b)	is required by the terms of the Finance Documents or any K-sure Insurance Policy or the KEXIM Guarantee;
and/or



 


		(c)	is made to or in favour of an ECA,



 


in
respect of which this clause 12.7 shall apply in any event.


 


	12.8		Value added tax



 


		(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 any supply for 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 clause 12.8(b) below, if VAT
is or becomes chargeable on any supply made by any Finance Party to any party




    	 	53	 



    		 



    

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 to a Finance Document 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 or indemnify the Recipient in respect of that consideration):



 


		(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT)
the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount
of the VAT. The Recipient must (where this paragraph (a) applies) promptly pay to the Subject Party an amount equal to any credit
or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT
chargeable on that supply; and



 


		(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT)
the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable
on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from
the relevant tax authority in respect of that VAT.



 


		(c)	Where a Finance Document requires any party to it 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 of in respect of such VAT from the relevant tax authority.



 


		(d)	Any reference in this clause 12.8 to any Party shall, at any time when such Party is treated as
a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the
representative member of such group at such time (the term “representative member” to have the same meaning as in the
Value Added Tax Act 1994).



 


		(e)	In relation to any supply made by a Finance Party to any party under a Finance Document, if reasonably
requested by such Finance Party, that party must promptly provide such Finance Party with details of that party’s VAT registration
and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation
to such supply.



 


	12.9		Tax Credit



 


If
an Obligor makes a Tax Payment and the relevant Finance Party determines that:


 


		(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, 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 and utilised that Tax Credit in whole or in part,



 


the
Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the
same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.



    	 	54	 



    		 



    

	13		Increased Costs



 


	13.1		Increased Costs



 


		(a)	Subject to clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of
a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or
any of its Affiliates which:



 


		(i)	arises as a result of (A) the introduction of or any change in (or in the interpretation, administration
or application of) any law or regulation or (B) compliance with any law or regulation made after the date of this Agreement; and/or



 


		(ii)	is a Basel III Increased Cost and is generally ascribed to borrowers as a matter of market practice.



 


		(b)	In this Agreement Increased Costs means:



 


		(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,



 


which
is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party
having entered into its Commitments or funding or performing its obligations under any Finance Document.


 


	13.2		Increased Cost claims



 


		(a)	A Finance Party intending to make a claim pursuant to clause 13.1 (Increased Costs) shall
notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrowers.



 


		(b)	Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate
confirming the amount and basis of calculation of its Increased Costs.



 


	13.3		Exceptions



 


		(a)	Clause 13.1 (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)	compensated for by clause 12.3 (Tax indemnity) (or would have been compensated for under
clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in clause 12.3(b) applied);



 


		(iii)	attributable to a FATCA Deduction required to be made by a Party; or



 


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



 


		(b)	In this clause 13.3, a reference to a Tax Deduction has the same meaning given to the term
in clause 12.1 (Definitions).




    	 	55	 



    		 



    

	14		Other indemnities



 


	14.1		Currency indemnity



 


		(a)	If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment
or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum
is payable into another currency (the Second Currency) for the purpose of:



 


		(i)	making or filing a claim or proof against that Obligor; and/or



 


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



 


that
Obligor shall, as an independent obligation, within three (3) Business Days of demand by a Finance Party, indemnify each Finance
Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between
(i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates
of exchange available to that person at the time of its receipt of that Sum.


 


		(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.



 


	14.2	 	Other indemnities



 


		(a)	The Borrowers shall (or shall procure that another Obligor will), within three (3) Business Days
of demand by a Finance Party, indemnify each Finance Party, K-sure and KEXIM against any and all Losses incurred by that Finance
Party, K-sure or KEXIM (as the case may be) as a result of:



 


		(i)	the occurrence of any Event of Default;



 


		(ii)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including
without limitation, any and all Losses arising as a result of clause 35 (Sharing among the Finance Parties);



 


		(iii)	funding, or making arrangements to fund, its participation in an Advance requested by the Borrowers
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);



 


		(iv)	under or pursuant to, a K-sure Insurance Policy, including, without limitation, any duly evidenced
additional premiums, cost or expense as provided for under a K-sure Insurance Policy which K-sure may charge, invoice or set-off
against amounts owing to the ECA Agent or the K-sure Facility Lenders, including, without limitation, as a result of a change of
the delivery schedule of the Ships or otherwise properly incurred by the ECA Agent and/or the Lenders in connection with compliance
with a K-sure Insurance Policy or under or pursuant to, the KEXIM Guarantee;



 


		(v)	an ECA making any payment to or for the account of a Finance Party under the KEXIM Guarantee or
a K-sure Insurance Policy subject to any withholding or other deduction on account of Tax; or



 


		(vi)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by
the Borrowers.



 


		(b)	The Borrowers shall (or shall procure that another Obligor will), within three Business Days of
demand by an Indemnified Person, indemnify each Indemnified Person against




    	 	56	 



    		 



    

any
and all Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified Person, in each case arising
out of or in connection with or relating to any claim investigation, litigation or proceeding (or the preparation of any defence
with respect thereto) commenced or threatened in relation to this Agreement (or the transactions contemplated hereby) or any use
made or proposed to be made with the proceeds of any Facility (including an Environmental Claim made or asserted against such
Indemnified Person if such Environmental Claim would not have been, or been capable of being, made or asserted against such Indemnified
Person if the Finance Parties or K-sure or KEXIM had not entered into any of the Finance Documents, a K-sure Insurance Policy
or the KEXIM Guarantee and/or exercised any of their rights, powers and discretions thereby conferred and/or performed any of
their obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents or a K-sure
Insurance Policy or the KEXIM Guarantee). This indemnity shall apply whether or not such claims, investigation, litigation or
proceedings is brought by any Obligor, any other Group Member, any of their member(s) or (as the case may be) shareholders, their
Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto,
except to the extent such Losses are found in a final non-appealable judgement by a court of competent jurisdiction to have resulted
from such Indemnified Person’s gross negligence or wilful default. Each Indemnified Person may enforce and enjoy the benefit
of this clause 14.2 under the Third Parties Act.


 


	14.3		Indemnity to the Agent, Security Agent, ECA Agent, K-sure and KEXIM



 


The
Borrowers shall promptly indemnify the Agent, Security Agent, the ECA Agent, K-sure and KEXIM against:


 


		(a)	any and all Losses incurred by the Agent or the Security Agent, the ECA Agent, K-sure or KEXIM
(acting reasonably) as a result of:



 


		(i)	without prejudice to clause 33.7(b)(i) as extended to the Security Agent by clause 33.21 (Application
of certain clauses to Security Agent), investigating any event which it reasonably believes is a Default;



 


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



 


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



 


		(iv)	any action taken by the Agent or the Security Agent, the ECA Agent, K-sure or KEXIM or any of its
or their representatives, agents or contractors in connection with any powers conferred by any Security Document to enforce any
Security Interest thereunder or to remedy any breach of any Obligor’s obligations under the Finance Documents; and



 


		(b)	any cost, loss or liability (including, without limitation, for negligence or any other category
of liability whatsoever) incurred by the Agent or the Security Agent or the ECA Agent or K-sure or KEXIM (otherwise than by reason
of the Agent’s or the Security Agent’s or the ECA Agent’s or K-sure’s or KEXIM’s gross negligence
or wilful default) (or, in the case of any cost, loss or liability pursuant to clause 36.11 (Disruption to Payment Systems etc.)
notwithstanding the Agent’s or the Security Agent’s or the ECA Agent’s or K-sure’s or KEXIM’s negligence,
gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting
as Agent or the Security Agent under the Finance Documents).



 


Further,
and without prejudice to clauses 11 (Fees) and 16 (Costs and expenses), the Borrowers shall indemnify each KEXIM
Covered Facility Lender and each K-sure Facility Lender on demand and hold each of those parties harmless from and against any
duly evidenced additional premiums, costs, expenses or fees as provided for under each K-sure Insurance



    	 	57	 



    		 



    

Policy
or the KEXIM Guarantee which K-sure or KEXIM (as applicable) may charge, invoice or set-off against amounts owing to such Lenders.


 


	14.4		Indemnity concerning security



 


		(a)	The Borrowers shall (or shall procure that another Obligor will) promptly indemnify each Indemnified
Person against any and all Losses incurred by it in connection with:



 


		(i)	any failure by the Borrowers to comply with clause ‎16 (Costs and expenses);



 


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



 


		(iii)	the taking, holding, protection or enforcement of the Security Documents;



 


		(iv)	the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies
vested in the Security Agent and/or any other Finance Party and each Receiver and each Delegate by the Finance Documents or by
law unless and to the extent that it was caused by its gross negligence or wilful default;



 


		(v)	any claim (whether relating to the environment or otherwise) made or asserted against the Indemnified
Person which would not have arisen but for the execution or enforcement of one or more Finance Documents (unless and to the extent
it is caused by the gross negligence or wilful default of that Indemnified Person); or



 


		(vi)	any breach by any Obligor of the Finance Documents.



 


		(b)	The Security Agent may, in priority to any payment to the other Finance Parties, indemnify itself
out of the Trust Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this clause
14.4 and shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys
payable to it.



 


	14.5		Continuation of indemnities



 


The
indemnities by the Borrowers in favour of the Indemnified Persons contained in this Agreement shall continue in full force and
effect notwithstanding any breach by any Finance Party or any of the Borrowers of the terms of this Agreement, the repayment or
prepayment of the Loans, the cancellation of the Total Commitments or the repudiation by the Agent or any of the Borrowers of
this Agreement.


 


	14.6		Third Parties Act



 


Each
Indemnified Person may rely on the terms of clause 14.4 (Indemnity concerning security) and clauses 12 (Tax gross-up
and indemnities) and 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person
under clause 14.4 (Indemnity concerning security), subject to clause 1.3 (Third party rights) and the provisions
of the Third Parties Act.


 


	14.7		Interest



 


Moneys
becoming due by the Borrowers to any Indemnified Person under the indemnities contained in this clause 14 or elsewhere in this
Agreement shall be paid on demand made by such Indemnified Person and shall be paid together with interest on the sum demanded
from the date of demand therefor to the date of reimbursement by the Borrowers to such Indemnified Person (both before and after
judgment) at the rate referred to in clause 8.3 (Default interest).



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	14.8		Exclusion of liability



 


Without
prejudice to any other provision of the Finance Documents excluding or limiting the liability of any Indemnified Person, no Indemnified
Person will be in any way liable or responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party
or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission
or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful default. Any Indemnified
Person may rely on this clause 14.8 subject to clause 1.3 (Third party rights) and the provisions of the Third Parties
Act.


 


	14.9		Fax and email indemnity



 


The
Borrowers shall indemnify each Finance Party against any and all Losses together with any VAT thereon which any of the Finance
Parties may sustain or incur as a consequence of any fax or email communication purporting to originate from the Borrowers to
the Agent or the Security Agent or the ECA Agent being made or delivered fraudulently or without proper authorisation (unless
such Losses are the direct result of the gross negligence or wilful default of the relevant Finance Party or the Agent or the
Security Agent or the ECA Agent).


 


	14.10		Waiver



 


In
no event shall any of the Finance Parties be liable on any theory of liability for any special, indirect, consequential or punitive
damages and the Obligors hereby waive, release and agree (for and on behalf of themselves and on behalf of the other Group Members
and their respective Affiliates and shareholders) not to sue upon any such claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in their favour.


 


	15		Mitigation by the
Lenders



 


	15.1		Mitigation



 


		(a)	Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate
any circumstances which arise and which would result in any Facility ceasing to be available or any amount becoming payable under
or pursuant to, or cancelled pursuant to, any of clause 7.1 (Illegality), clause 12 (Tax gross-up and indemnities),
clause 13 (Increased Costs) including (but not limited to) assigning its rights under the Finance Documents to another Affiliate
or Facility Office.



 


		(b)	Clause 15.1(a) does not in any way limit the obligations of any Obligor under the Finance Documents.



 


	15.2		Limitation of liability



 


		(a)	The Borrowers shall promptly indemnify each Finance Party for all costs and expenses incurred by
that Finance Party as a result of steps taken by it under clause 15.1 (Mitigation).



 


		(b)	A Finance Party is not obliged to take any steps under clause 15.1 (Mitigation) if, in the
opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.



 


	16		Costs and expenses



 


	16.1		Transaction expenses



 


The
Borrowers shall promptly within five Business Days of demand pay the ECA Agent, the Agent, the Arrangers, the Security Agent,
K-sure and KEXIM the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and
other consultants and advisers) reasonably incurred by any of them (and by any Receiver or



    	 	59	 



    		 



    

Delegate)
in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release,
discharge or reassignment of:


 


		(a)	this Agreement, any other documents referred to in this Agreement and the Original Security Documents,
each K-sure Insurance Policy and the KEXIM Guarantee;



 


		(b)	any other Finance Documents executed or proposed to be executed after the date of this Agreement
including any document executed to provide additional security under clause 26 (Minimum security value);or



 


		(c)	any Security Interest expressed or intended to be granted by a Finance Document,



 


whether
or not the transactions contemplated under the Finance Documents are consummated.


 


	16.2		Amendment costs



 


If
an Obligor requests an amendment, waiver or consent, the Borrowers shall, within five Business Days of demand by the Agent or
an ECA, reimburse the Agent or the relevant ECA for the amount of all costs and expenses (including fees, costs and expenses of
legal advisers and (subject to clause 25.17 (Independent report) insurance and other consultants and advisers) reasonably
incurred by the Agent, the Security Agent, the ECA Agent and the ECAs (and by any Receiver or Delegate) in responding to, evaluating,
negotiating or complying with that request or requirement.


 


	16.3		Enforcement, preservation and other costs



 


The
Borrowers shall, on demand by a Finance Party or an ECA, pay to each Finance Party and the relevant ECA (through the Agent, except
where a payment is to be made to the Security Agent, in which case such payment shall be made directly to the Security Agent),
the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants,
brokers, surveyors and advisers) reasonably incurred by that Finance Party or the relevant ECA in connection with:


 


		(a)	the enforcement of, or the preservation of any rights under, any Finance Document, any K-sure Insurance
Policy or the KEXIM Guarantee and any proceedings initiated by or against any Indemnified Person and as a consequence of holding
the Charged Property or enforcing those rights and any proceedings instituted by or against any Indemnified Person as a consequence
of taking or holding the Security Documents, any K-sure Insurance Policy or the KEXIM Guarantee or enforcing those rights;



 


		(b)	any valuation carried out under clause 26 (Minimum security value) at the times provided
in such clauses that the relevant costs must be borne by the Borrowers; or



 


		(c)	any inspection carried out under clause 24.8 (Inspection and notice of drydockings) or any
survey carried out under clause 24.16 (Survey report).



 


	17		Guarantee and indemnity



 


	17.1		Guarantee and indemnity



 


Each
Guarantor hereby irrevocably and unconditionally and jointly and severally with the other Guarantor:


 


		(a)	guarantees to the Security Agent (as trustee for the Finance Parties) and the other Finance Parties
punctual performance by each other Obligor of all such Obligor’s obligations under the Finance Documents;



 


		(b)	undertakes with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties
that whenever another Obligor does not pay any amount when due under




    	 	60	 



    		 



    

or
in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and


 


		(c)	agrees with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties
that it will, as an independent and primary obligation, indemnify each Finance Party immediately on demand against any cost, loss
or liability it incurs:



 


	 	(i)	(A) 	if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal; or




 


		(B)	by operation of law, and as a result of the same the Borrowers have not paid any amount which would,
but for such unenforceability, invalidity, illegality or operation of law, have been payable by the Borrowers under any Finance
Document on the date when it would have been due; or



 


		(ii)	if as a result (directly or indirectly) of the introduction of or any change in (or the interpretation,
administration or application of) any law or regulation, or compliance with any law, regulation or administrative procedure made
after entry into this Agreement (a Change in Law), there is a change in the currency, the value of the currency or the timing,
place or manner in which any obligation guaranteed by a Guarantor is payable.



 


The
amount payable by a Guarantor under this indemnity:


 


		(1)	in respect of paragraph (i) above, shall be the amount it would have had to pay under this clause
17.1 if the amount claimed had been recoverable on the basis of a guarantee but for any relevant unenforceability, invalidity or
illegality, and



 


		(2)	in respect of paragraph (ii) above, shall include (aa) the difference between (x) the amount (if
any) received by the Security Agent and the other Finance Parties from the Borrowers and (y) the amount that the Borrowers were
obliged to pay under the original express terms of the Finance Documents in the currency specified in the Finance Documents, disregarding
any Change in Law (the Original Currency), and (bb) all further costs, losses and liabilities suffered or incurred by the
Security Agent and the other Finance Parties as a result of a Change in Law.



 


For
the purposes of (aa)(x) above, if payment was not received by the Security Agent or the other Finance Parties in the Original
Currency, the amount received by the Security Agent and the other Finance Parties shall be deemed to be that payment’s equivalent
in the Original Currency converted, actually or notionally at the Security Agent’s discretion, on the day of receipt at
the then prevailing spot rate of exchange of the Security Agent or if, in the Security Agent’s opinion, it could not reasonably
or properly have made a conversion on the day of receipt of the equivalent of that payment in the Original Currency, that payment’s
equivalent as soon as the Security Agent could, in its opinion, reasonably and properly have made a conversion of the Original
Currency with the currency of payment.


 


If the Original Currency no longer
exists, the Guarantor shall make such payment in such currency as is, in the reasonable opinion of the Security Agent, required,
after taking into account any payments by the Borrowers, to place the Security Agent and the other Finance Parties in a position
reasonably comparable to that it would have been in had the Original Currency continued to exist.



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	17.2		Continuing guarantee



 


This
guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents,
regardless of any intermediate payment or discharge in whole or in part.


 


	17.3		Reinstatement



 


If
any payment is made by an Obligor, or any discharge, release or arrangement is given by a Finance Party (whether in respect of
the obligations of any Obligor or any security for those obligations or otherwise) in whole or in part on the basis of any payment,
security or other disposition, and the same is avoided or reduced or must be restored in, or as a result of, insolvency, liquidation,
administration or any other similar event or otherwise, then:


 


		(a)	the liability of each Obligor under this clause 17 shall continue or be reinstated as if the payment,
discharge, release, arrangement, avoidance or reduction had not occurred; and



 


		(b)	each Finance Party shall be entitled to recover the value or amount of that security or payment
from each Obligor, as if the payment, discharge, release, arrangement, avoidance or reduction had not occurred.



 


	17.4		Waiver of defences



 


The
obligations of each Guarantor under this clause 17 will not be affected by an act, omission, matter or thing (whether or
not known to it or any Finance Party) which, but for this clause, would reduce, release or prejudice any of its obligations under
this clause 17 including (without limitation):


 


		(i)	any time, waiver or consent granted to, or composition with, any Obligor or other person;



 


		(ii)	the release of any other Obligor or any other person under the terms of any composition or arrangement
with any creditor of any other Obligor;



 


		(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 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 or any other person;



 


		(v)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or
not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change
in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document
or other document or security;



 


		(vi)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance
Document or any other document or security; or



 


		(vii)	any insolvency or similar proceedings.



 


	17.5		Immediate recourse



 


Each
Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed
against or enforce any other rights or security or claim



    	 	62	 



    		 



    

payment
from any person before claiming from that Guarantor under this clause 17. This waiver applies irrespective of any law or
any provision of a Finance Document to the contrary.


 


	17.6		Appropriations



 


Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full, each Finance Party (or any trustee or agent on its behalf) may:


 


		(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that
Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner
and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall 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 a Guarantor’s liability under this clause 17.



 


	17.7		Deferral of Guarantors’ rights



 


Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably
paid in full and unless the Agent otherwise directs, no 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 17:


 


		(a)	to be indemnified or reimbursed by another Obligor;



 


		(b)	to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance
Documents;



 


		(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any
rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection
with, the Finance Documents by any Finance Party;



 


		(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or
perform any obligation, in respect of which that Guarantor has given a guarantee, undertaking or indemnity under clause 17 (Guarantee
and indemnity);



 


		(e)	to exercise any right of set-off against any other Obligor; and/or



 


		(f)	to claim or prove as a creditor of any other Obligor in competition with any Finance Party.



 


If
a Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the
Agent for application in accordance with clause 36 (Payment mechanics). This only applies until all amounts which
may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.


 


	17.8		Additional security



 


This
guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any
Finance Party.


 


	17.9		Guarantors’ rights and obligations



 


		(a)	The obligations of each Guarantor under the Guarantee and under this Agreement are joint and several.
Failure by a Guarantor to perform its obligations under the Guarantee and/or this Agreement shall constitute a failure by all of
the Guarantors.




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		(b)	Each Guarantor irrevocably and unconditionally jointly and severally with the other Guarantor:



 


		(i)	agrees that it is responsible for the performance of the obligations of the other Guarantor under
the Guarantee and this Agreement;



 


		(ii)	acknowledges and agrees that it is a principal and original debtor in respect of all amounts due
from the Guarantors under the Guarantee and under this Agreement; and



 


		(iii)	agrees with each Finance Party that, if any obligation of the other Guarantor under the Guarantee
and this Agreement is or becomes unenforceable, invalid or illegal for any reason it will, as an independent and primary obligation,
indemnify that Finance Party immediately on demand against any and all Losses it incurs as a result of the other Guarantor not
paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by the other Guarantor
under the Guarantee and/or this Agreement. The amount payable under this indemnity shall be equal to the amount which that Finance
Party would otherwise have been entitled to recover.



 


		(c)	The obligations of each Guarantor under the Finance Documents shall continue until all amounts
which may be or become payable by the Guarantors under or in connection with the Finance Documents have been irrevocably and unconditionally
paid or discharged in full, regardless of any intermediate payment or discharge in whole or in part.



 


		(d)	In no event shall any of the Guarantors have any right to claim or demand proceeds under the K-sure
Insurance Policy or the KEXIM Guarantee from any ECA, whether on the basis that it has performed its obligations under the Guarantee
and this Agreement and has acquired by way of subrogation the respective rights of the Borrowers or the Lenders or any of them
against an ECA, or otherwise.



 


	18		Representations



 


Each
Obligor makes and repeats the representations and warranties set out in this clause 18 to each Finance Party at the times
specified in clause 18.35 (Times when representations are made), except that the representations and warranties of clause
(18.32 (Sanctions) insofar as they relate to Sanctions not imposed by Germany, the European Union or the United Nations
will not be so made and repeated to any Finance Party established under the laws of Germany and/or with a Facility Office in Germany.


 


	18.1		Status



 


		(a)	Each Obligor and each Manager is duly incorporated and validly existing or established under the
laws of the jurisdiction of its incorporation or establishment as a limited liability company or corporation or limited partnership
(as the case may be) and has no centre of main interests, permanent establishment or place of business outside the jurisdiction
in which it is incorporated (save as notified to the Agent) and is in compliance with its Constitutional Documents.



 


		(b)	Each Obligor and each Manager has power and authority to carry on its business as it is now being
conducted and to own its property and other assets.



 


	18.2		Binding obligations



 


Subject
to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document, any Charter Document
and any Building Contract Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid,
binding and enforceable obligations and each Security Document to which an Obligor is, or will be, a party, creates or will create
the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective.



    	 	64	 



    		 



    

	18.3		Power and authority



 


		(a)	Each Obligor has, or will have when entered into by it, power to enter into, perform and deliver
and comply with its obligations under, and has taken, or will take when entered into by it, all necessary action to authorise its
entry into, each Finance Document, any Charter Document and any Building Contract Document to which it is, or is to be a party
and each of the transactions contemplated by those documents.



 


		(b)	No limitation on any Obligor’s powers to borrow, create security or give guarantees will be exceeded
as a result of any transaction under, or the entry into of, any Finance Document, any Charter Document or any Building Contract
Document to which such Obligor is, or is to be, a party.



 


	18.4		Non-conflict



 


The
entry into and performance by each Obligor and any Manager of, and the transactions contemplated by the Finance Documents, the
Charter Documents and the Building Contract Documents and the granting of the Security Interests purported to be created by the
Security Documents do not and will not conflict with:


 


		(a)	any law or regulation applicable to any Obligor or any Manager;



 


		(b)	the Constitutional Documents of any Obligor or any Manager; or



 


		(c)	any agreement or other instrument binding upon any Obligor or any Manager or its assets,



 


or
constitute a default or termination event (however described) under any such agreement or instrument or result in the creation
of any Security Interest (save for a Permitted Maritime Lien or under a Security Document) on any such Obligor’s or such
Manager’s assets, rights or revenues.


 


	18.5		Validity and admissibility in evidence



 


		(a)	All authorisations required:



 


		(i)	to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations
under each Finance Document and any Charter Document or Building Contract Document to which it is a party;



 


		(ii)	to make each Finance Document and any Charter Document or any Building Contract Document to which
it is a party admissible in evidence in its Relevant Jurisdiction; and



 


		(iii)	to ensure that each of the Security Interests created under the Security Documents has the priority
and ranking contemplated by them,



 


have
been obtained or effected or (as the case may be) will be obtained or effected when entered into, and are, or (as the case may
be) will be when entered into, in full force and effect except any authorisation or filing referred to in clause 18.12 (No
filing or stamp taxes), which authorisation or filing will be promptly obtained or effected within any applicable period.


 


		(b)	All authorisations necessary for the conduct of the business, trade and ordinary activities of
each Obligor and each Manager have been obtained or effected and are in full force and effect if failure to obtain or effect those
authorisations might have a Material Adverse Effect.




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	18.6		Governing law and enforcement



 


		(a)	Subject to any relevant Legal Reservations, the choice of English law or any other applicable law
as the governing law of any Finance Document, any Charter Document and any Building Contract Document will be recognised and enforced
in each Obligor’s Relevant Jurisdiction.



 


		(b)	Subject to any relevant Legal Reservations, any judgment obtained in England in relation to an
Obligor will be recognised and enforced in each Obligor’s Relevant Jurisdictions.



 


	18.7		Information



 


		(a)	Any Information is true and accurate in all material respects at the time it was given or made.



 


		(b)	There are no facts or circumstances or any other information which could make the Information incomplete,
untrue, inaccurate or misleading in any material respect.



 


		(c)	The Information does not omit anything which could make the Information incomplete, untrue, inaccurate
or misleading in any material respect.



 


		(d)	All opinions, projections, forecasts or expressions of intention contained in the Information and
the assumptions on which they are based were believed to be fair by the person who provided that Information as at the date it
was given or made.



 


		(e)	For the purposes of this clause 18.7, Information means: any material, factual information
provided by or on behalf of any Obligor in writing to any of the Finance Parties in connection with the Finance Documents, the
Charter Documents or the Building Contract Documents or the transactions referred to in them (including that contained in any information
memorandum).



 


	18.8		Original Financial Statements



 


		(a)	The Original Financial Statements were prepared in accordance with GAAP consistently applied.



 


		(b)	The Original Financial Statements give a true and fair view of the financial condition and results
of operations of the relevant Obligors and the Group (consolidated in the case of the Group and the Guarantors) during the relevant
financial year.



 


		(c)	There has been no change in the assets, business or financial condition or operations of any of
the Obligors or the Group taken as a whole since the date of the latest Financial Statements delivered under this Agreement to
the Finance Parties which has had or might reasonably be expected to have a Material Adverse Effect.



 


	18.9		Pari passu ranking



 


Each
Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all
its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by
law applying to companies generally.


 


	18.10		Ranking and effectiveness of security



 


Subject
to the Legal Reservations and any filing, registration or notice requirements which is referred to in any legal opinion delivered
to the Security Agent and the Agent under clause 4.1 (Conditions precedent to delivering of a Utilisation Request), the
security created by the Security Documents has (or will have when the Security Documents have been executed) the priority which
it is expressed to have in the Security Documents, the Charged Property is not



    	 	66	 



    		 



    

subject
to any Security Interest other than Permitted Security Interests and such security will constitute perfected security on the assets
described in the Security Documents.


 


	18.11		No insolvency



 


No
corporate action, legal proceeding or other procedure or step described in clause 30.9 (Insolvency proceedings) or creditors’
process described in clause 30.10 (Creditors’ process) has been taken or, to the knowledge of any Obligor or any Manager,
threatened in relation to an Obligor or a Manager or a Subsidiary of an Obligor or a Manager and none of the circumstances described
in clause 30.8 (Insolvency) applies to an Obligor or a Manager or a Subsidiary of an Obligor or a Manager.


 


	18.12		No filing or stamp taxes



 


Under
the laws of each Obligor’s Relevant Jurisdictions it is not necessary that any Finance Document, any Charter Document or any Building
Contract Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that
jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance
Document, any Charter Document or any Building Contract Document or the transactions contemplated by the Finance Documents, the
Charter Documents or the Building Contract Documents except any filing, recording or enrolling or any tax or fee payable in relation
to any Finance Document, any Charter Document or any Building Contract Document which is referred to in any Legal Opinion and
which will be made or paid promptly after the date of the relevant Finance Document, Charter Document or Building Contract Document.


 


	18.13		Tax



 


No
Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to
which it is, or is to be, a party and no other party is required to make any such deduction from any payment it may make under
any, Charter Document or Building Contract Document.


 


	18.14		No Default



 


		(a)	No Default is continuing or is reasonably likely expected to result from the making of any Utilisation
or the entry into, the performance of, or any transaction contemplated by, any Finance Document or any Charter Document or Building
Contract Document.



 


		(b)	No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace
period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default
or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any Manager
or to which any Obligor’s or any Manager’s assets are subject, which have had or might reasonably be expected to have a Material
Adverse Effect.



 


		(c)	No other events, conditions, facts or circumstances exist or have arisen or occurred since 31 December
2014, which have had or might reasonably be expected to have a Material Adverse Effect.



 


	18.15		No proceedings pending or threatened



 


No
litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency (including,
without limitation, investigative proceedings) which, if adversely determined, might reasonably be expected to have a Material
Adverse Effect have (to the best of any Obligor’s or Manager’s knowledge and belief) been started or threatened against
any Obligor or any Manager or any Subsidiary of an Obligor.



    	 	67	 



    		 



    

	18.16		No breach of laws



 


		(a)	No Obligor or Manager or Subsidiary or an Obligor or a Manager has breached any law or regulation,
which breach might reasonably be expected to have a Material Adverse Effect.



 


		(b)	No labour dispute is current or, to the best of any Obligor’s or any Manager’s knowledge
and belief (having made due and careful enquiry), threatened against any Obligor or any Manager or any Subsidiary of an Obligor,
which might reasonably be expected to have a Material Adverse Effect.



 


	18.17		Environmental matters



 


		(a)	No Environmental Law applicable to any Fleet Vessel and/or any Obligor or any Manager or any Subsidiary
of an Obligor has been violated in a manner or circumstances which might reasonably be expected to have, a Material Adverse Effect.



 


		(b)	All consents, licences and approvals required under such Environmental Laws have been obtained
and are currently in force.



 


		(c)	No Environmental Claim has been made or is pending against any Obligor or any Manager or any Subsidiary
of an Obligor or any Fleet Vessel where that claim might reasonably be expected to have a Material Adverse Effect and there has
been no Environmental Incident which has given, or might give, rise to such a claim.



 


	18.18		Tax compliance



 


		(a)	No Obligor or Manager or any Subsidiary of an Obligor is materially overdue in the filing of any
Tax returns or overdue in the payment of any amount in respect of Tax.



 


		(b)	No claims or investigations are being made or conducted against any Obligor or any Manager or any
Subsidiary of an Obligor with respect to Taxes such that a liability of, or claim against, any Obligor or any Manager or any Subsidiary
of an Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial
Statements and which might reasonably be expected to have a Material Adverse Effect.



 


		(c)	Except as advised in writing to the Agent prior to the date of this Agreement, each Obligor and
each Manager is resident for Tax purposes only in the jurisdiction of its incorporation.



 


	18.19		Anti-corruption law



 


Each
Group Member has conducted its businesses in compliance with applicable anti-corruption and anti-bribery laws and has instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


	18.20		Security and Financial Indebtedness



 


		(a)	No Security Interest exists over all or any of the present or future assets of any Borrower in
breach of this Agreement, other than Permitted Security Interests.



 


		(b)	No Borrower has any Financial Indebtedness outstanding in breach of this Agreement.



 


	18.21		Legal and beneficial ownership



 


		(a)	Ownership of assets



 


Each
Obligor is or, on the date the Security Documents to which it is a party are entered into, will be, the sole legal and beneficial
owner of the respective assets over which it purports to grant a Security Interest under the Security Documents, to which it is
a party.



    	 	68	 



    		 



    

		(b)	Ownership of shares



 


		(i)	Each Borrower is a wholly-owned direct Subsidiary of GasLog Carriers.



 


		(ii)	GasLog Carriers is a wholly-owned direct Subsidiary of the Parent.



 


	18.22		Shares



 


The
shares of each Owner are fully paid and not subject to any option to purchase or similar rights. The Constitutional Documents
of each Owner do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Security
Documents. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call
for the issue or allotment of, any share or loan capital of each Owner (including any option or right of pre-emption or conversion).


 


	18.23		Accounting Reference Date



 


The
financial year-end of each Obligor is the Accounting Reference Date.


 


	18.24		No adverse consequences



 


		(a)	It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:



 


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



 


		(ii)	by reason of the execution of any Finance Document or the performance by any Obligor of its obligations
under any Finance Document to which it is, or is to be, a party,



 


that
any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions.


 


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



 


	18.25		Copies of documents



 


The
copies of the Charter Documents, the Building Contract Documents and the Constitutional Documents of the Obligors delivered to
the Agent under clause 4 (Conditions of Utilisation) will, as at their delivery dates, be true, complete and accurate copies
of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or
arrangements exist between any of the parties to any Charter Document or Building Contract Document which would materially affect
the transactions or arrangements contemplated by any Charter Document or Building Contract Document or modify or release the obligations
of any party under that Charter Document or Building Contract Document.


 


	18.26		No breach of any Building Contract Document or Charter Document



 


No
Obligor nor (so far as the Obligors are aware) any other person is in breach of any Charter Document or Building Contract Document
to which it is a party nor has anything occurred which entitles or may entitle any party to any Charter Document or Building Contract
Document to rescind or terminate it or decline to perform their obligations under it.


 


	18.27		No immunity



 


No
Obligor or any of its assets is immune to any legal action or proceeding.



    	 	69	 



    		 



    

	18.28		Ship status



 


Each
Ship will on the first day of the relevant Mortgage Period be:


 


		(a)	registered provisionally in the name of the relevant Owner through the relevant Registry as a registered
ship under the laws and flag of the relevant Flag State;



 


		(b)	operationally seaworthy and in every way fit for service;



 


		(c)	classed with the relevant Classification with the highest class free of all requirements and recommendations
of the relevant Classification Society; and



 


		(d)	insured in the manner required by the Finance Documents.



 


	18.29		Ship’s employment



 


Each
Ship shall by the last day of the relevant Tolerance Period:


 


		(a)	have been delivered, and accepted for service, under its Charter; and



 


		(b)	be free of any other charter commitment which, if entered into after that date, would require approval
under the Finance Documents.



 


	18.30		Address commission



 


Save
for any brokerage fees paid to Poten & Partners Inc., there are no rebates, commissions or other payments in connection with
any Building Contract or any Charter other than those referred to in it.


 


	18.31		Money Laundering



 


In
relation to the borrowing by each Borrower of the Loans, the performance and discharge of its obligations and liabilities under
the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which
each Borrower is a party, each Borrower confirms (i) that it is acting for its own account; (ii) that it will use the proceeds
of the Loans for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement;
and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory
measure or procedure which has been implemented to combat Money Laundering (as defined in clause 21.14 (Bribery and corruption)).


 


	18.32		Sanctions



 


		(a)	No Ship is a vessel with which any individual, entity or any other person is prohibited or restricted
from dealing with under any Sanctions;



 


		(b)	No Obligor nor any other Group Member, nor any of their respective directors or officers:



 


		(i)	is a Prohibited Person;



 


		(ii)	is subject to or the target of any action by any regulatory or enforcement authority or third party
in relation to any Sanctions of any Sanctions Authority;



 


		(iii)	is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of,
a Prohibited Person;



 


		(iv)	owns or controls a Prohibited Person;




    	 	70	 



    		 



    

		(v)	is located or resident in, organised or incorporated under the laws of, a country or territory
subject to country-wide or territory-wide Sanctions;



 


		(vi)	is in breach of Sanctions; or



 


		(vii)	has received notice of or is aware of any claim, action, suit, proceeding or investigation against
it with respect to Sanctions by any Sanctions Authority.



 


		(c)	Any capitalised terms referred to in paragraphs (a) and (b) above shall have the meanings given
to them in clause 21.11 (Sanctions).



 


	18.33		No other material events or facts



 


Without
prejudice to the generality of clause 18.7 (Information), to the best of each Group Member’s awareness, knowledge,
information or belief, there are no other material events, circumstances or facts (political, commercial or otherwise) which may
give rise to any loss or claim under the K-sure Insurance Policy.


 


	18.34		No claims



 


The
Borrowers agree and acknowledge that any claim or defence that they may have or hold in respect of any Building Contract or against
any party thereto or any dispute arising in connection with any Building Contract among the parties thereto, shall not affect
its payment obligations under the Finance Documents.


 


	18.35		Times when representations are made



 


		(a)	All of the representations and warranties set out in this clause 18 (other than Ship Representations)
are deemed to be made on the date of this Agreement.



 


		(b)	The Repeating Representations are also deemed to be made and repeated on the dates of each Utilisation
Request, each Utilisation Date, the date of issuance of each Compliance Certificate and the first day of each Interest Period and,
in the case of the representation in clause 18.7 (Information), on the date of primary syndication of the Facility.



 


		(c)	All of the Ship Representations are deemed to be made and repeated on the first day of the Mortgage
Period for the relevant Ship.



 


		(d)	Each representation or warranty deemed to be made and repeated after the date of this Agreement
shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty
is deemed to be made.



 


	19		Information undertakings



 


Each
Obligor undertakes that this clause 19 will be complied with throughout the Facility Period.


 


In
this clause 19:


 


Annual
Financial Statements means each of the financial statements for a financial year of the Group, the Borrowers and the Guarantors,
respectively, delivered pursuant to clause 19.1 (Financial statements).


 


Semi-Annual
Financial Statements means each of the financial statements for a financial half-year to 30 June of the relevant year of the
Guarantors, respectively, delivered pursuant to clause 19.1 (Financial statements).



    	 	71	 



    		 



    

	19.1		Financial statements



 


		(a)	The Obligors shall supply to the Agent or, as the case may be, shall procure that the Agent is
supplied with (and the Agent shall supply to each Lender), as soon as the same become available, but in any event within 150 days
after the end of the relevant financial years:



 


		(i)	the audited consolidated financial statements of the Group for that financial year; and



 


		(ii)	the unaudited financial statements (consolidated if appropriate) of each of the Borrowers and the
Guarantors for that financial year.



 


		(b)	The Obligors shall supply to the Agent or, as the case may be, shall procure that the Agent is
supplied with, as soon as the same become available, but in any event within 120 days after the end of each half year to 30 June
of the relevant financial year, the unaudited consolidated financial statements of the Guarantors for that financial half year.
The Borrowers shall also supply to the Agent prior to each financial year budget and cashflow projections for the Borrowers and
the Guarantors for such financial year.



 


	19.2		Provision and contents of Compliance Certificate and valuations



 


		(a)	The Obligors shall supply to the Agent (and the Agent shall supply to each Lender):



 


		(i)	with each set of audited Annual Financial Statements for the Group and unaudited Semi-Annual Financial
Statements for the Group, a Compliance Certificate;



 


		(ii)	with each set of audited Annual Financial Statements for the Group and unaudited Semi-Annual Financial
Statements for the Group, valuations of each Fleet Vessel, each made in accordance with clause 26 (Minimum security value)
and showing the value of each such Fleet Vessel (and for such purposes, the provisions of such clause 26 (Minimum security value)
shall apply to each such Fleet Vessel and this paragraph 19.2(a)(ii) mutatis mutandis as if each such Fleet Vessel was a Ship).



 


		(b)	Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations
as to compliance with clause 20.2 (Financial condition).



 


		(c)	Each Compliance Certificate shall be signed by the finance director or chief financial officer
of the Parent or, in his or her absence, by two directors of the Parent.



 


	19.3		Requirements as to financial statements



 


		(a)	The Borrowers shall procure that each set of financial statements delivered pursuant to clause
19.1 (Financial statements) includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition,
each set of Annual Financial Statements of the Group shall be audited by the Auditors.



 


		(b)	Each set of financial statements delivered pursuant to clause 19.1 (Financial statements)
shall:



 


		(i)	be prepared in accordance with GAAP;



 


		(ii)	give a true and fair view of (in the case of audited annual financial statements for any financial
year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the relevant
Obligor, as at the date as at which those financial statements were drawn up; and



 


		(iii)	in the case of audited annual financial statements, not be the subject of any qualification in
the Auditors’ opinion.




    	 	72	 



    		 



    

		(c)	The Borrowers shall procure that each set of financial statements delivered pursuant to clause
19.1 (Financial statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent
with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements,
the Borrowers notify the Agent that there has been a change in GAAP or the accounting practices and the Auditors deliver to the
Agent:



 


		(i)	a description of any change necessary for those financial statements to reflect the GAAP or accounting
practices and reference periods upon which corresponding 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 20 (Financial covenants) and any equivalent provision of the MLP Guarantee
if this is executed pursuant to clause 30.22 (Legal and beneficial ownership) has been complied with and to make an accurate
comparison between the financial position indicated in those financial statements and the Original Financial Statements.



 


Any
reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted
to reflect the basis upon which the Original Financial Statements were prepared.


 


	19.4		Year-end



 


		(a)	The Borrowers shall procure that each financial year-end of each Obligor falls on the Accounting
Reference Date.



 


		(b)	The Borrowers shall procure that each accounting period ends on an accounting date.



 


	19.5		Information: miscellaneous



 


The
Borrowers shall supply to the Agent (and the Agent shall supply to each Lender):


 


		(a)	at the same time as they are dispatched, copies of all material documents dispatched by any Obligor
to its shareholders generally (or any class of them) or dispatched by any Obligor to its creditors generally (or any class of them);



 


		(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings (including investigative proceedings) which are current, threatened or pending against any Obligor or any Manager,
and which, if adversely determined, might reasonably be expected to have a Material Adverse Effect;



 


		(c)	promptly upon becoming aware of them, the details of any material claims, investigations or other
proceedings relating to Sanctions which are pending against any Group Member;



 


		(d)	promptly, such information as the Agent may reasonably require about the Charged Property and compliance
of the Obligors with the terms of any Security Documents; and



 


		(e)	promptly on request, such further information regarding the financial condition, assets and operations
of the Obligors as any Finance Party through the Agent (or the ECA Agent, as applicable) may reasonably request,



 


provided
that, in the case of (a) to (e) above, the supply of such information would not result in the breach of any confidentiality undertakings
granted by the Obligors or Managers to third parties from time to time.


 


	19.6		Notification of Default



 


The
Borrowers shall notify the Agent (and the Agent shall notify each Lender) and each ECA of any Default (and the steps, if any,
being taken to remedy it) promptly upon any Obligor



    	 	73	 



    		 



    

becoming
aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).


 


	19.7		Sufficient copies



 


The
Borrowers, if so requested by the Agent, shall deliver sufficient copies of each document to be supplied under the Finance Documents
to the Agent to distribute to each of the Lenders.


 


	19.8		Use of websites



 


		(a)	The Borrowers may satisfy their obligation under this Agreement to deliver any information in relation
to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic
website designated by the Borrowers and the Agent (the Designated Website) if:



 


		(i)	the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication
of the information by this method;



 


		(ii)	both the Borrowers and the Agent are aware of the address of and any relevant password specifications
for the Designated Website; and



 


		(iii)	the information is in a format previously agreed between the Borrowers and the Agent.



 


If
any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Agent shall notify
the Borrowers accordingly and the Borrowers shall supply the information to the Agent (in sufficient copies for each Paper Form
Lender) in paper form. In any event the Borrowers shall supply the Agent with at least one copy in paper form of any information
required to be provided by it.


 


		(b)	The Agent shall supply each Website Lender with the address of and any relevant password specifications
for the Designated Website following designation of that website by the Borrowers and the Agent.



 


		(c)	The Borrowers shall promptly upon any of them becoming aware of its occurrence notify the Agent
(and the Agent shall notify each Lender) if:



 


		(i)	the Designated Website cannot be accessed due to technical failure;



 


		(ii)	the password specifications for the Designated Website change;



 


		(iii)	any new information which is required to be provided under this Agreement is posted onto the Designated
Website;



 


		(iv)	any existing information which has been provided under this Agreement and posted onto the Designated
Website is amended; or



 


		(v)	any Borrower becomes aware that the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.



 


If
the Borrowers notify the Agent under paragraphs 19.8(c)(i) or (v) above, all information to be provided by the Borrowers under
this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender
is satisfied that the circumstances giving rise to the notification are no longer continuing.


 


		(d)	Any Website Lender may request, through the Agent, one paper copy of any information required to
be provided under this Agreement which is posted onto the Designated Website. The Borrowers shall comply with any such request
within ten Business Days.




    	 	74	 



    		 



    

	19.9		“Know your customer” checks



 


		(a)	If:



 


		(i)	the introduction of or any change in (or in the interpretation, administration or application of)
any law or regulation made after the date of this Agreement;



 


		(ii)	any change in the status of an Obligor or the composition of the shareholders of an Obligor after
the date of this Agreement; or



 


		(iii)	a proposed assignment by a Lender of any of its rights under this Agreement to a party that is
not already a Lender prior to such assignment,



 


obliges
the Agent, the Security Agent or any Lender (or, in the case of paragraph 19.9(a)(iii) above, any prospective new Lender or the
Security Agent) 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 as soon as reasonably possible after the request of the
Agent or the Security 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 the Security Agent) or any Lender or the Security Agent (for
itself or, in the case of the event described in paragraph 19.9(a)(iii) above, on behalf of any prospective new Lender or the
Security Agent) in order for the Agent, the Security Agent or such Lender or, in the case of the event described in paragraph
19.9(a)(iii) above, any prospective new Lender to carry out and be satisfied with the results of all necessary “know your
customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in
the Finance Documents.


 


		(b)	Each Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or
procure the supply of, such documentation and other evidence as is reasonably requested by the Agent or the Security Agent (for
itself) in order for it to carry out and be satisfied with the results of all necessary “know your customer” or other
similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.



 


	19.10		Money Laundering



 


The
Borrowers will:


 


		(a)	provide the Agent (and the Agent shall provide each Lender) with information, certificates and
any documents required by the Agent or any other Finance Party to ensure compliance with any law official requirement or other
regulatory measure or procedure implemented to combat Money Laundering (as defined in clause 21.14 (Bribery and corruption))
throughout the Facility Period; and



 


		(b)	notify the Agent (and the Agent shall notify each Lender) as soon as it becomes aware of any matters
evidencing that a breach of any law official requirement or other regulatory measure or procedure implemented to combat Money Laundering
(as defined in clause 21.14 (Bribery and corruption) may or is about to occur or that the person(s) who have or will receive
the commercial benefit of this Agreement have changed from the date hereof.



 


	19.11		ECA notification and information



 


The
Borrowers shall promptly:


 


		(a)	notify the Agent (and the Agent shall notify each Lender) forthwith by facsimile thereafter confirmed
by letter of the occurrence of any political or commercial risk (which is within the actual knowledge of the Borrowers) covered
by any K-sure Insurance Policy; and




    	 	75	 



    		 



    

		(b)	provide the Agent (and the Agent shall provide each Lender) with copies of all financial or other
information required by the Agent to satisfy any request for information by K-sure pursuant to any K-sure Insurance Policy or by
KEXIM pursuant to the KEXIM Guarantee.



 


	19.12		Liquidity



 


The
Obligors shall procure that there are maintained, from the Utilisation of an Advance for a Ship and at all times thereafter throughout
the Mortgage Period of such Ship, in the Earnings Account of the Owner of that Ship, minimum cash balances of no less than $1,500,000
(namely, at all times $1,500,000 per Mortgaged Ship).


 


	20		Financial covenants



 


Each
Obligor undertakes that this clause 20 will be complied with throughout the Facility Period.


 


	20.1		Financial definitions



 


In
this clause 20:


 


Cash
and Cash Equivalents means cash in hand, deposits with banks which are repayable on demand, short term, highly liquid investments
which are readily convertible into known amounts of cash with original maturities of three months or less that are subject to
an insignificant risk of change in value but exclude (a) any cash that is specifically blocked and charged and (b) cash standing
to the credit of any blocked account and charged to the Security Agent and/or any other Finance Party pursuant to any Finance
Document.


 


Current
Assets means, at any time, “Current Assets” of the Group as shown in the then most recent Financial Statements.


 


Current
Liabilities means, at any time, the “Current Liabilities” of the Group as shown in the Financial Statements.


 


Current
Portion of Loans means, at any time, the “Current Portion of Loans” as shown in the then most recent Financial
Statements.


 


Debt
Service means, in respect of any financial period, the sum to be the aggregate of:


 


		(a)	scheduled amounts of principal; and



 


		(b)	scheduled amounts of interest thereon; and



 


		(c)	all other amounts in excess of $30,000,000 per financial year payable as non-recurring or upfront
fees, cost and expenses in connection with the Group’s Financial Indebtedness,



 


which
in each case fell due and was paid by the Parent and its Subsidiaries in such period in respect of Total Indebtedness, as shown
in the then most recent Financial Statements relevant to such period.


 


EBITDA
means, in respect of any period, the consolidated profit on ordinary activities of the Group before taxation for such period,
but:


 


		(a)	adjusted to exclude Interest Receivable and Interest Payable and other similar income or costs
to the extent not already excluded;



 


		(b)	adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible
or intangible);



 


		(c)	after adding back depreciation and amortisation charged which relates to such period;




    	 	76	 



    		 



    

		(d)	adjusted to exclude any exceptional or extraordinary costs or income; and



 


		(e)	after deducting any profit arising out of the release of any provisions against a liability or
charge and adding back any provision relating to long term assets or contracts,



 


as
shown in the then most recent Financial Statements relevant to such period.


 


Financial
Statements means any of the Annual Financial Statements and the Semi-Annual Financial Statements of the Group referred to
and defined as such in clause 19.1 (Financial statements).


 


Interest
means, in respect of any specified Financial Indebtedness, all continuing regular or periodic costs, charges and expenses
incurred in effecting, servicing or maintaining such Financial Indebtedness including:


 


		(a)	gross interest, commitment fees, financing premia or other financial charges, discount and acceptance
fees and administration and guarantee fees (including under the KEXIM Guarantee) and fronting and ancillary facility fees payable
or incurred on any form of such Financial Indebtedness; and



 


		(b)	arrangement fees or other up front fees.



 


Interest
Payable means, in respect of any period, the aggregate (calculated on a consolidated basis) of:


 


		(a)	the amounts charged and posted (or estimated to be charged and posted) as a current accrual accrued
during such period in respect of members of the Group by way of Interest, but excluding any amount accruing as interest in-kind
(and not as cash pay) to the extent capitalised as principal during such period; and



 


		(b)	net payments in relation to interest rate or currency hedging arrangements in respect of Financial
Indebtedness (after deducting net income in relation to such interest rate or currency hedging arrangements),



 


as
shown in the then most recent Financial Statements relevant to such period.


 


Interest
Receivable means, in respect of any period, the amount of Interest accrued on cash balances of the Group (including the amount
of interest accrued on the Accounts, to the extent that the account holder is entitled to receive such interest) during such period,
as shown in the then most recent Financial Statements relevant to such period.


 


Market
Adjusted Net Worth means, at any time, Total Market Adjusted Assets less Total Indebtedness.


 


Maximum
Leverage means, at any time, the figure calculated using the following formula:


 


	Maximum Leverage = 	Total Indebtedness	 
	Total Assets	 


 


Total
Assets means, at any time, the amount of total assets of the Group on a consolidated basis as determined in accordance with
GAAP and shown in the then most recent Financial Statements and calculated in the same manner as shown in the Original Financial
Statements of the Group.


 


Total
Indebtedness means, at any time, the aggregate Financial Indebtedness (on a consolidated basis) of the Group as shown in the
then most recent Financial Statements.



    	 	77	 



    		 



    

Total
Market Adjusted Assets means, at any time, the Total Assets adjusted upwards or downwards, as the case may be, to reflect
any difference between the book value of Fleet Vessels and mean valuations of such Fleet Vessels provided to the Agent under clause
19.2 (Provision and contents of Compliance Certificate and valuations) and made in accordance with the provisions of such
clause.


 


	20.2		Financial condition



 


Each
Obligor shall ensure that at all times throughout the Facility Period:


 


		(a)	Net Worth: Market Adjusted Net Worth shall be not less than $350,000,000;



 


		(b)	Current ratio: Current Assets shall be greater than or equal to Current Liabilities (excluding
the Current Portion of Loans);



 


		(c)	Debt service cover: in respect of any six month period, the ratio of EBITDA: Debt Service,
on a trailing four quarter basis, shall be no less than 1.10:1;



 


		(d)	Leverage: Maximum Leverage shall be less than 75%; and



 


		(e)	Cash and Cash Equivalents: Cash and Cash Equivalents shall be at least the greater of (a)
$50,000,000 and (b) three per cent of Total Indebtedness.



 


	20.3		Financial testing



 


The
financial covenants set out in clause 20.2 (Financial condition) shall be calculated in accordance with GAAP on a consolidated
basis and tested upon receipt of the Annual Financial Statements and Semi-Annual Financial Statements of the Group by reference
to the same and to each Compliance Certificate delivered pursuant to clause 19.2 (Provision and contents of Compliance Certificate
and valuations) together with such statements.


 


	21		General undertakings



 


Each
Obligor undertakes with each Finance Party that this clause 21 will be complied with throughout the Facility Period, except that
the undertakings in clause 21.11 (Sanctions) insofar as they relate to Sanctions not imposed by Germany, the European Union
or the United Nations are not given in favour of any Finance Party established under the laws of Germany and/or with a Facility
Office in Germany.


 


	21.1		Use of proceeds



 


The
proceeds of Utilisations will be used exclusively for the purposes specified in clause 3 (Purpose).


 


	21.2		Authorisations



 


Each
Obligor will promptly (and in connection with any Finance Document, as soon as such Finance Document is entered into):


 


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



 


		(b)	supply certified copies to the Agent of,



 


any
authorisation required under any law or regulation of a Relevant Jurisdiction to:


 


		(i)	enable it to perform its obligations under the Finance Documents, the Charter Documents and the
Building Contract Documents;




    	 	78	 



    		 



    

		(ii)	ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document,
Charter Document or Building Contract Document; and



 


		(iii)	carry on its business, where failure to do so has, or might reasonably be expected to have, a Material
Adverse Effect.



 


	21.3		Compliance with laws



 


Each
Obligor and each Manager will comply in all respects with all laws and regulations (including Environmental Laws) to which it
may be subject, where failure to do so has, or might reasonably be expected to have, a Material Adverse Effect.


 


	21.4		Tax Compliance



 


		(a)	Each Obligor and each Manager shall pay and discharge all Taxes imposed upon it or its assets within
such time period as may be allowed by law without incurring penalties unless and only to the extent that:



 


		(i)	such payment is being contested in good faith;



 


		(ii)	adequate reserves are being maintained for those Taxes and the costs required to contest them which
have been disclosed in its latest financial statements delivered to the Agent under clause 19.1 (Financial statements);
and



 


		(iii)	such payment can be lawfully withheld.



 


		(b)	Except as approved by the Majority Lenders, each Obligor shall maintain its residence for Tax purposes
in the jurisdiction in which it is incorporated and ensure that it is not resident for Tax purposes in any other jurisdiction.



 


	21.5		Change of business



 


Except
as approved by the Majority Lenders and the ECAs, or otherwise permitted by the terms of this Agreement, no material change will
be made to the general nature of the business of any of the Obligors or the Group taken as a whole from that carried on at the
date of this Agreement, save that any activities involving or undertaken whatsoever within the maritime sector by any Group Member
will not be considered a change in the general nature of the business of any of the Obligors or the Group taken as a whole.


 


	21.6		Merger and corporate reconstruction



 


Except
as approved by the Majority Lenders and the ECAs, no Obligor, will enter into any amalgamation, demerger, merger, consolidation,
redomiciliation, legal migration or corporate reconstruction (other than an amalgamation, merger or consolidation of a Guarantor
where such Guarantor is the surviving entity of the same).


 


	21.7		Further assurance



 


		(a)	Each Obligor shall 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 acting on the instructions of the Majority Lenders) in favour of the Security Agent or its nominee(s) as provided
under each Finance Document, as applicable:



 


		(i)	to perfect the Security Interests created or intended to be created by that Obligor 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 Security Documents) or to protect or ensure the priority of
such Security Interests or for the exercise of any




    	 	79	 



    		 



    

rights,
powers and remedies of the Security Agent or any other Finance Party provided by or pursuant to the Finance Documents or by law;


 


		(ii)	to confer on the Security Agent and/or any other Finance Party Security Interests over any property
and assets of that Obligor located in any jurisdiction equivalent or similar to the Security Interest intended to be conferred
by or pursuant to the Security Documents;



 


		(iii)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the
Security Documents;



 


		(iv)	at the request of the New Lender, to facilitate the accession by a New Lender to any Security Document
following an assignment in accordance with clause 31.1 (Assignments by the Lenders); and/or



 


		(v)	to satisfy any reasonable request for information made by an ECA.



 


		(b)	Each Obligor shall take all such action as is available to it (including making all filings and
registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest
(or the priority of any Security Interest) conferred or intended to be conferred on the Security Agent and/or any other Finance
Party by or pursuant to the Finance Documents.



 


	21.8		Negative pledge in respect of Charged Property or Borrower’s shares



 


		(a)	Except for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest
over any Charged Property.



 


		(b)	Except under the Share Security in respect of each Borrower, no Obligor will grant or allow to
exist any Security Interest over any of the shares in any of the Borrowers or over any of the rights deriving from or related to
such shares.



 


		(c)	Each Obligor will procure that all of the shares and membership interests of or in all of the Obligors
will be in registered form (and not in bearer form) at all times.



 


	21.9		Environmental matters



 


		(a)	The Obligors will notify the Agent as soon as reasonably practicable of any Environmental Claim
being made against any Group Member or any Fleet Vessel or the owner of any Fleet Vessel or any Manager which, if successful to
any extent, might reasonably be expected to have a Material Adverse Effect and of any Environmental Incident which may give rise
to such a claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such
Environmental Incident and the defence to any such claim.



 


		(b)	The Obligors will procure that all Environmental Laws (and any consents, licences or approvals
obtained under them) applicable to Fleet Vessels will not be violated in a way which might reasonably be expected to have a Material
Adverse Effect.



 


	21.10		Pari Passu



 


Each
Obligor will ensure that (a) its obligations under the Finance Documents shall, without prejudice to the Security Interests intended
to be created by the Security Documents, at all times rank at least pari passu with all its other present and future unsecured
and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract
and (b) any Financial Indebtedness of any Obligor to any other Group Member or any of its shareholders or other Affiliates shall
be in all respects subordinated in ranking and priority of payment to all amounts owing to the Finance Parties under the Finance
Documents.



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	21.11		Sanctions



 


		(a)	No Obligor nor any other Group Member will, directly or indirectly, make any proceeds of the Loans
available to, or for the benefit of, a Prohibited Person or permit or authorise any such proceeds to be applied in a manner or
for a purpose prohibited by Sanctions or which would put any Finance Party in breach of any Sanctions.



 


		(b)	The Obligors will procure that none of the Obligors nor any of the Group Members will:



 


		(i)	be a Prohibited Person;



 


		(ii)	be subject to or the target of any action by any regulatory or enforcement authority or third party
in relation to any Sanctions of any Sanctions Authority;



 


		(iii)	be owned or controlled directly or indirectly by, or act directly or indirectly on behalf of or
for the benefit of, a Prohibited Person;



 


		(iv)	own or control, directly or indirectly, a Prohibited Person;



 


		(v)	be in breach of Sanctions.



 


		(c)	The Borrowers will prevent any Mortgaged Ship from being used, directly or indirectly:



 


		(i)	by, or for the benefit of, any Prohibited Person or any person owned or controlled by any Prohibited
Person (including from being sold, chartered, leased or otherwise provided directly or indirectly to any Prohibited Person);



 


		(ii)	in any trade which could expose the relevant Ship, any Finance Party or any manager of the Ships
to enforcement proceedings arising from Sanctions; and/or



 


		(iii)	in any transport of any goods that are prohibited to be sold, supplied, transferred, purchased,
exported or imported under any Sanctions.



 


		(d)	Without prejudice to the rights of the Finance Parties under any other provisions of this Agreement
and the other Finance Documents, if an Owner finds out that its Ship, without its knowledge, has been sold, chartered, conferred,
leased or otherwise provided directly or indirectly to any Prohibited Person in breach of applicable law, it shall terminate as
soon as possible and in any case within thirty (30) days after the day it finds out that any of the events described in this clause
has occurred the relationship with the Prohibited Person under the premise that the Finance Parties may commit a breach of law
by this behaviour. In this case the Borrowers will also inform the Finance Parties immediately upon becoming so aware.



 


		(e)	Each Owner will provide the Finance Parties upon their written request with all relevant documentation
related to its Mortgaged Ship, and the transported goods which a Finance Party is required to disclose to a regulatory authority
of any Sanctions Authority pursuant to any Sanctions.



 


		(f)	For the purposes of this clause 21.11 the following words shall have the following meanings:



 


Prohibited
Person means any person with whom transactions are prohibited or restricted under:


 


		(a)	OFAC; or



 


		(b)	any other United States of America government sanction, laws including, without limitation, persons
or organisations on the United States of America Government’s List of Specially Designated Nationals and Blocked Persons,
Denied Persons List,




    	 	81	 



    		 



    

Entities
List, Debarred Parties List, Excluded Parties List, Sectoral Sanctions Identifications List and Terrorism Exclusion List;


 


		(c)	European Union sanctions laws, including without limitation persons or organisations on the European
Union Restricted Person Lists issued under Council Regulation (EC) No. 881/2002 of 27 May 2002, Council Regulation (EC) No. 2580/2001
of 27 December 2001 and Council Common Position 2005/725/CFSP of 17 October 2005, Council Regulation (EU) No 833/2014 and Council
Regulation (EU) No 692/2014;



 


		(d)	United Kingdom government sanctions laws, including without limitation persons or organisations
on Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and Investment Ban List;



 


		(e)	United Nations sanctions laws, including without limitation persons or organisations on the United
Nations Consolidated List established and maintained by the 1267 Committee;



 


		(f)	Australian sanctions law, including without limitation persons or organisations on the sanctions
list issued and administered by the Australian Department of Foreign Affairs and Trade; and



 


		(g)	Swiss sanctions laws, including without limitation persons or organisations on the sanctions lists
issued and administered by the State Secretariat for Economic Affairs of Switzerland,



 


each
as amended from time to time and including any person controlled by or a Subsidiary of any such person.


 


Sanctions
means any economic or trade sanctions laws, regulations, orders or embargoes administered, enacted or enforced by any Sanctions
Authority.


 


Sanctions
Authority means any of:


 


		(a)	the United States government;



 


		(b)	the United Nations;



 


		(c)	the United Kingdom;



 


		(d)	the European Union (and/or any member state thereof);



 


		(e)	Australia; or



 


		(f)	Switzerland,



 


and
includes any relevant government entity of any of the above, including, without limitation, the Office of Foreign Assets Control
of the US Department of Treasury (OFAC), the United States Department of State, Her Majesty’s Treasury (HMT), the
State Secretariat for Economic Affairs of Switzerland (SECO) and the Australian Department of Foreign Affairs and Trade.


 


	21.12		Borrowers’ own account



 


Each
Obligor will ensure that any borrowing by it and/or the performance of its obligations hereunder and under the other Finance Documents
to which it is a party will be for its own account and will not involve any breach by it of any law, or regulatory measure relating
to money laundering as defined in the provisions of the directive (2005/60/EC) of the European Parliament and of the Council or
any equivalent law or regulatory measure in any other jurisdiction.



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	21.13		Inspection



 


Each
Obligor undertakes with the Finance Parties that, from the date of this Agreement and so long as any moneys are owing under any
of the Finance Documents, upon the request of the Agent, it shall provide the Agent or any of its representatives, professional
advisors and contractors with access to, and permit inspection of, books and records of any Group Member, in each case at reasonable
times and upon reasonable notice.


 


	21.14		Bribery and corruption



 


		(a)	No Obligor shall engage in:



 


		(i)	Corrupt Practices, Fraudulent Practices, Collusive Practices or Coercive Practices, including the
procurement or the execution of any contract for goods or works relating to its functions in breach of any applicable law;



 


		(ii)	Money Laundering or act in breach of any applicable law relating to Money Laundering; or



 


		(iii)	the Financing of Terrorism.



 


		(b)	Without prejudice to the generality of paragraph (a) above, no Obligor shall directly or indirectly
use the proceeds of any Facility for any purpose which would breach the Bribery Act 2010 or the United States Foreign Corrupt Practices
Act of 1977 or any other applicable anti-bribery law.



 


		(c)	For the purposes of this clause 21.14 and clause 19.10 (Money Laundering), the following
definitions shall apply:



 


Collusive
Practice means an arrangement between two or more parties without the knowledge, but designed to improperly influence the
actions, of another party.


 


Corrupt
Practice means the offering, giving, receiving, or soliciting, directly or indirectly, anything of value to improperly influence
the actions of another party.


 


Coercive
Practice means impairing or harming or threatening to impair or harm, directly or indirectly, any party or its property or
to improperly influence the actions of that party.


 


Financing
of Terrorism means the act of providing or collecting funds with the intention that they be used, or in the knowledge that
they are to be used, in order to carry out terrorist acts.


 


Fraudulent
Practice means any action, including misrepresentation, to obtain a financial or other benefit or avoid an obligation, by
deception.


 


Money
Laundering means:


 


		(a)	the conversion or transfer of property, knowing it is derived from a criminal offence, for the
purpose of concealing or disguising its illegal origin or of assisting any person who is involved in the commission of the crime
to evade the legal consequences of its actions;



 


		(b)	the concealment or disguise of the true nature, source, location, disposition, movement, rights
with respect to, or ownership of, property knowing that it is derived from a criminal offence; or



 


		(c)	the acquisition, possession or use of property knowing at the time of its receipt that it is derived
from a criminal offence.




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	21.15		ECA requirements



 


No
Obligor shall act (or omit to act) in a manner that is inconsistent with any requirement of K-sure or KEXIM under or in connection
with a K-sure Insurance Policy or the KEXIM Guarantee and, in particular:


 


		(a)	each Obligor shall do all that is necessary to ensure that all requirements (to which it is subject)
of K-sure and KEXIM under or in connection with each K-sure Insurance Policy and the KEXIM Guarantee are complied with;



 


		(b)	each Obligor will refrain from acting in any manner which might be reasonably expected to result
in a breach of any requirements of K-sure or KEXIM under or in connection with a K-sure Insurance Policy or the KEXIM Guarantee
or affect the validity of any of them; and



 


		(c)	each Obligor shall do all that is necessary to satisfy any reasonable request for information made
by an ECA.



 


	21.16		ECA cover protection



 


If
at any time in the opinion of the ECA Agent, any provision of a Finance Document contradicts or conflicts with any provision of
a K-sure Insurance Policy or the KEXIM Guarantee, the Borrowers will:


 


		(a)	take all steps as the Agent, the ECA Agent and/or the relevant ECA shall reasonably require to
remove such contradiction or conflict; and



 


		(b)	take all steps as the Agent, the ECA Agent and/or the relevant ECA shall reasonably require to
ensure that such K-sure Insurance Policy or the KEXIM Guarantee (as the case may be) remains in full force and effect.



 


Upon
the Borrowers’ written request, the Agent and/or the ECA Agent may deliver a copy of any issued K-sure Insurance Policy
or the executed KEXIM Guarantee (and each Finance Party and each ECA hereby authorise such action) to the Borrowers.


 


	21.17		Isabella clause



 


The
Obligors hereby acknowledge and agree with the Finance Parties that (i) no Finance Party is responsible for the performance of
any Building Contract and shall have no obligation to intervene in any dispute under any such contract and (ii) no claim which
a Borrower may have against a Builder or any other persons nor the Builder’s failure to fulfil its obligations under the Building
Contract shall affect that Borrower’s obligations to make payments under this Agreement or be used as defense against any set-off,
counter-claim or cross-complaint to its obligation to make such payments.


 


	22		Construction period



 


Each
Borrower undertakes that this clause 22 will be complied with in relation to each Ship and its Building Contract throughout the
period from the date of this Agreement until the earlier of the Delivery of that Ship, the cancellation of the Ship Commitment
for that Ship and payment of all amounts required by this Agreement to be paid to the Finance Parties upon such cancellation.


 


	22.1		Performance of Building Contract



 


The
relevant Owner shall duly and punctually observe and perform all the material conditions and obligations imposed on it by the
Building Contract.



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	22.2		Progress and information



 


Upon
the Agent’s request, the relevant Owner shall advise the Agent of the progress of construction of the Ship and supply the Agent
with such other information as the Agent may require about the construction of the Ship or the Building Contract.


 


	22.3		Arbitration under Building Contract



 


The
relevant Owner shall promptly notify the Agent:


 


		(a)	if either party begins an arbitration under the Building Contract;



 


		(b)	of the identity of the arbitrators; and



 


		(c)	of the conclusion of the arbitration and the terms of any arbitration award.



 


	22.4		Notification of certain events



 


The
relevant Owner shall notify the Agent immediately if either party cancels, rescinds, repudiates or otherwise terminates the Building
Contract (or purports to do so) or rejects the Ship (or purports to do so) or if the Ship becomes a Total Loss or partial loss
or is materially damaged or if a material dispute arises under the Building Contract.


 


	23		Dealings with Ship



 


Each
Borrower undertakes that this clause 23 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship’s
Mortgage Period.


 


	23.1		Ship’s name and registration



 


		(a)	The Ship’s name shall only be changed after prior notice to the Agent and, the relevant Owner shall
promptly take all necessary steps to update all applicable insurance, class and registration documents with such change of name.



 


		(b)	The Ship shall be permanently registered in the name of the relevant Owner with the relevant Registry
under the laws of its Flag State. Except with approval of all the Lenders and the ECAs, the Ship shall not be registered under
any other flag or at any other port or fly any other flag (other than that of its Flag State) provided that no such approval shall
be required for the registration of the Ship under the flag of another Approved Flag State as long as replacement Security Interests
are granted in respect of the Ship (which are equivalent to those in place prior to such registration) in favour of the Security
Agent and the other Finance Parties immediately following the registration of the Ship under the flag of that Approved Flag State.
If that registration is for a limited period, it shall be renewed at least 45 days before the date it is due to expire and the
Agent shall be notified of that renewal at least 30 days before that date.



 


		(c)	Nothing will be done and no action will be omitted if that might result in such registration being
forfeited or imperilled or the Ship being required to be registered under the laws of another state of registry.



 


	23.2		Sale or other disposal of Ship; refinancing



 


		(a)	Except for a sale of a Ship for a cash price payable on completion of the sale which is no less
than the amount by which the Loans must be reduced and prepaid under clause 7.6 (Sale or Total Loss) on completion of the
sale, the relevant Owner will not sell, or agree to sell, transfer, abandon or otherwise dispose of the relevant Ship or any share
or interest in it. Provided that if the Owner agrees to sell or transfer its Ship and the relevant Owner and the other Borrowers
are in compliance with this clause 23.2 and clause 7.6 (Sale or Total Loss) in respect of such sale or transfer and no Default
has occurred and is




    	 	85	 



    		 



    

continuing at the time, the Lenders
and the ECAs will approve such sale or transfer and the Lenders will procure that upon the relevant prepayment and the discharge
of the other obligations of the Borrowers under this clause 23.2 and clause 7.6 (Sale or Total Loss), the Mortgage over
that Ship will be discharged and the Deed of Covenant, the General Assignment, any Charter Assignment, the Share Security, the
Account Security and the Manager’s Undertaking relating to that Ship will be released, and the relevant Owner will be released
as Borrower under this Agreement, in each case pursuant to deeds of release executed at the cost and expense of the Borrowers.


 


		(b)	If the Borrowers (i) prepay the Advance relevant to a Ship in full and pay all other amounts owing
and payable under this Agreement and the other Finance Documents at the time of such prepayment and (ii) no Default has occurred
and is continuing at the time, upon such prepayment the Lenders and the ECAs shall consent to the discharge of the Mortgage, the
Deed of Covenant, the General Assignment, the Manager’s Undertaking, the Share Security, the Account Security and any Charter
Assignment relating to the Ship, and the release of the Owner of that Ship under the Finance Documents, at the cost and expense
of the Borrowers.



 


	23.3		Manager



 


A
manager of the Ship (other than the Managers) shall not be appointed unless that manager and the terms of its appointment are
approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed) and it has delivered a duly executed
Manager’s Undertaking to the Security Agent. The relevant Owner shall not agree to any material change to the terms of appointment
of a manager whose appointment has been approved unless such change is also approved by the Majority Lenders (such approval not
to be unreasonably withheld or delayed).


 


	23.4		Copy of Mortgage on board



 


A
properly certified copy of the relevant Mortgage shall be kept on board the Ship with its papers and shown to anyone having business
with the Ship which might create or imply any commitment or Security Interest over or in respect of the Ship (other than a lien
for crew’s wages and salvage) and to any representative of the Agent or the Security Agent.


 


	23.5		Notice of Mortgage



 


A
framed printed notice of the Ship’s Mortgage shall be prominently displayed in the navigation room and in the Master’s cabin of
the Ship. The notice must be in plain type and read as follows:


 


“NOTICE OF MORTGAGE


 


This
Ship is subject to a first mortgage in favour of [here insert name of mortgagee] of [here insert address of mortgagee].
Under the said mortgage and related documents, neither the Owner nor any charterer nor the Master of this Ship has any right,
power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than
for crew’s wages and salvage”.


 


No-one
will have any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than
for crew’s wages and salvage.


 


	23.6		Conveyance on default



 


Where
the Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the relevant Owner shall, upon the
Agent’s (acting on the instructions of the Majority Lenders) request, immediately execute such form of transfer of title to the
Ship as the Agent may require.



    	 	86	 



    		 



    

	23.7		Chartering



 


		(a)	Except with approval of the Majority Lenders and the ECAs, the relevant Owner shall
not enter into any charter commitment for a Ship (except for the Charter for each Ship, where applicable), which is:



 


		(i)	a bareboat or demise charter or passes possession and operational control of the Ship to another
person;



 


		(ii)	capable of lasting more than 24 calendar months (excluding any optional additional period not exceeding
30 days);



 


		(iii)	on terms as to payment or amount of hire which are materially less beneficial to it than the terms
which at that time could reasonably be expected to be obtained on the open market for vessels of the same age and type as the Ship
under charter commitments of a similar type and period; or



 


		(iv)	to another Group Member.



 


		(b)	Further, without prejudice to the rights of the Finance Parties under the provisions of paragraph
(a) above and any other provisions of the Finance Documents, the relevant Owner shall advise the Agent and the ECA Agent promptly
of any charter commitment in respect of its Ship (other than the relevant Charter) which has an original term in excess of 12 calendar
months (without taking into account any option to extend or renew contained therein), and the relevant Owner shall:



 


		(i)	deliver a copy of each such charter commitment to the Agent and the ECA Agent forthwith;



 


		(ii)	forthwith following a demand made by the Agent (acting on the instructions of the Majority Lenders
or an ECA):



 


		(A)	execute an assignment of any such charter commitment in favour of the Security Agent (in the same
form as a Charter Assignment) and any notice of assignment required in connection therewith; and



 


		(B)	procure the service of any such notice of assignment on the relevant counterparty of the Owner
under such charter commitment, and the acknowledgement (if received) of such notice by such counterparty;



 


		(iii)	deliver to the Agent and the ECA Agent such documents and evidence of the type referred to in Schedule 3
(Conditions precedent), in relation to any such charter assignment or any other related matter referred to in this clause
23.7(b), as the Agent (acting on the instructions of the Majority Lenders in their sole discretion) shall require; and



 


		(iv)	pay on the Agent’s demand all reasonable legal costs and other costs incurred by the Agent
and/or the ECA Agent and/or the Lenders and/or the ECAs and/or the Security Agent in connection with or in relation to any such
charter assignment or any other related matter referred to in this clause 23.7(b).



 


	23.8		Merchant use



 


The
relevant Owner shall use the Ship only as a civil merchant trading ship.


 


	23.9		Sharing of Earnings



 


Except
with approval by the Majority Lenders and the ECAs, the relevant Owner shall not enter into any arrangement under which its Earnings
from the Ship may be shared with anyone else.



    	 	87	 



    		 



    

	23.10		Payment of Earnings



 


The
relevant Owner’s Earnings from the Ship shall be paid in the way required by the Ship’s General Assignment, Deed of Covenant or
any Charter Assignment. If any Earnings are held by brokers or other agents, they shall be paid to the Security Agent or the Agent
(as the case may be), if it requires this after the Earnings have become payable to it under the Ship’s General Assignment, Deed
of Covenant or any Charter Assignment.


 


	23.11		Lay up



 


Except
with approval by the Majority Lenders (such approval not to be unreasonably withheld), no Ship shall be laid up or deactivated.


 


	24		Condition and operation
of Ship



 


Each
Borrower undertakes that this clause 24 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship’s
Mortgage Period.


 


	24.1		Defined terms



 


In
this clause 24.1 and in Schedule 3 (Conditions precedent):


 


applicable
code means any code or prescribed procedures required to be observed by the Ship or the persons responsible for its operation
under any applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code).


 


applicable
law means all laws and regulations applicable to vessels registered in the Ship’s Flag State or which for any other reason
apply to the Ship or to its condition or operation at any relevant time.


 


applicable
operating certificate means any certificates or other document relating to the Ship or its condition or operation required
to be in force under any applicable law or any applicable code.


 


	24.2		Repair



 


The
Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship and materials used to repair the
Ship or replace any damaged, worn or lost parts or equipment shall be sufficient to ensure that the Ship’s value is not materially
reduced.


 


	24.3		Modification



 


Except
with approval, the structure, type or performance characteristics of the Ship shall not be modified in a way which could or might
materially alter the Ship or materially reduce its value.


 


	24.4		Removal of parts



 


Except
with approval, no material part of the Ship or any equipment shall be removed from the Ship if to do so would materially reduce
its value (unless at the same time it is replaced with equivalent parts or equipment owned by the relevant Owner free of any Security
Interest except under the Security Documents).


 


	24.5		Third party owned equipment



 


Except
with approval, equipment owned by a third party shall not be installed on the Ship if it cannot be removed without risk of causing
damage to the structure or fabric of the Ship or incurring significant expense.



    	 	88	 



    		 



    

	24.6		Maintenance of class; compliance with laws and codes



 


The
Ship’s class shall be the relevant Classification with the relevant Classification Society and neither the Classification nor
the Classification Society of the Ship shall be changed without approval of the Agent (acting on the instructions of the Majority
Lenders) and the ECAs (such approval not to be unreasonably withheld). The Ship and every person who owns, operates or manages
the Ship shall comply with all applicable laws and the requirements of all applicable codes. There shall be kept in force and
on board the Ship or in such person’s custody any applicable operating certificates which are required by applicable laws or applicable
codes to be carried on board the Ship or to be in such person’s custody.


 


	24.7		Surveys



 


The
Ship shall be submitted to continuous surveys and any other surveys which are required for it to maintain the Classification as
its class. Copies of reports of those surveys shall be provided promptly to the Agent if it so requests.


 


	24.8		Inspection and notice of drydockings



 


The
Agent and/or surveyors appointed by it for such purpose shall be allowed to board the Ship at all reasonable times, subject to
prior notice to the relevant Owner and without hindering the Ship’s operations, to inspect it and given all proper facilities
needed for that purpose. The Agent shall be given reasonable advance notice of any intended drydocking of the Ship (whatever the
purpose of that drydocking). The Borrowers shall bear the cost of only one such inspection of the Ship per calendar year unless
there is an Event of Default.


 


	24.9		Prevention of arrest



 


All
debts, damages, liabilities and outgoings (due and payable and not contested by the relevant Owner in good faith) which have given,
or may reasonably give, rise to maritime, statutory or possessory liens on, or claims enforceable against, the Ship, its Earnings
or Insurances shall be promptly paid and discharged.


 


	24.10		Release from arrest



 


The
Ship, its Earnings and Insurances shall be released within 15 days (or such longer period as may be approved) from any arrest,
detention, attachment or levy, and any legal process against the Ship shall be discharged within 15 days (or such longer period
as may be approved), by whatever action is required to achieve that release or discharge.


 


	24.11		Information about the Ship



 


The
Agent shall promptly be given any information which it may reasonably require about the Ship or its employment, position, use
or operation, including details of towages and salvages, and copies of all its charter commitments entered into by or on behalf
of any Obligor or any Manager and copies of any applicable operating certificates.


 


	24.12		Notification of certain events



 


The
Agent shall promptly be notified of:


 


		(a)	any damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount
for such Ship;



 


		(b)	any occurrence which may result in the Ship becoming a Total Loss;



 


		(c)	any requisition of the Ship for hire;



 


		(d)	any Environmental Incident involving the Ship and Environmental Claim being made in relation to
such an incident;




    	 	89	 



    		 



    

		(e)	any withdrawal of any applicable operating certificate;



 


		(f)	the receipt of notification that any application for such a certificate has been refused;



 


		(g)	any requirement or recommendation made in relation to the Ship by any insurer or the Ship’s Classification
Society or by any competent authority which is not, or cannot be, complied with in the manner or time required or recommended;
and



 


		(h)	any arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien
or other claim on the Ship or its Earnings or Insurances.



 


	24.13		Payment of outgoings



 


All
tolls, dues and other outgoings whatsoever in respect of the Ship and its Earnings and Insurances shall be paid promptly to the
extent such payment is not being contested in good faith and with adequate reserves. Proper accounting records shall be kept of
the Ship and its Earnings.


 


	24.14		Evidence of payments



 


The
Agent shall be allowed proper and reasonable access, subject to prior written notice and provided that the operations of the relevant
Owner are not in any way hindered, to those accounting records when it reasonably requests it and, when it reasonably requires
it, shall be given satisfactory evidence that:


 


		(a)	the wages and allotments and the insurance and pension contributions of the Ship’s crew are being
promptly and regularly paid;



 


		(b)	all deductions from its crew’s wages in respect of any applicable Tax liability are being properly
accounted for; and



 


		(c)	the Ship’s master has no claim for disbursements other than those incurred by him in the ordinary
course of trading on the voyage then in progress.



 


	24.15		Repairers’ liens



 


Except
with approval by the Majority Lenders and the ECAs, the Ship shall not be put into any other person’s possession for work to be
done on the Ship if the cost of that work will exceed or is likely to exceed the Major Casualty Amount for such Ship unless the
relevant Owner has established to the reasonable satisfaction of the Agent that it has sufficient reserves with the Account Bank
to pay for such works or that person gives the Security Agent a written undertaking in approved terms not to exercise any lien
on the Ship or its Earnings for any of the cost of such work.


 


	24.16		Survey report



 


As
soon as reasonably practicable after the Agent requests it and promptly after each inspection made pursuant to clause 24.8 (Inspection
and notice of dry-dockings), the Agent shall be given a report on the seaworthiness and/or safe operation of the Ship, from
surveyors or inspectors approved by the Majority Lenders. If any recommendations are made in such a report they shall be complied
with in the way and by the time recommended in the report.


 


	24.17		Lawful use



 


The
Ship shall not be employed:


 


		(a)	in any way or in any activity which is unlawful under international law or the domestic laws of
any relevant country;



 


		(b)	in carrying illicit or prohibited goods;




    	 	90	 



    		 



    

		(c)	in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated;
or



 


		(d)	if there are hostilities in any part of the world (whether war has been declared or not), in carrying
contraband goods,



 


and
the persons responsible for the operation of the Ship shall take all necessary and proper precautions to ensure that this does
not happen, including participation in industry or other voluntary schemes available to the Ship and in which leading operators
of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.


 


	24.18		War zones



 


No
Ship shall enter or remain in any zone which has been declared a war zone by any government entity or that Ship’s war risk insurers
except with prior written notification to the Agent and provided that the Borrowers have delivered to the Agent written evidence
satisfactory to it that any requirements of that Ship’s insurers necessary to ensure that such Ship remains properly insured in
accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) are complied with.


 


	25		Insurance



 


Each
Borrower undertakes that this clause 25 shall be complied with in relation to each Mortgaged Ship and its Insurances throughout
the relevant Ship’s Mortgage Period.


 


	25.1		Insurance terms



 


In
this clause 25:


 


excess
risks means the proportion (if any) of claims for general average, salvage and salvage charges not recoverable under the hull
and machinery insurances of a vessel in consequence of the value at which the vessel is assessed for the purpose of such claims
exceeding its insured value.


 


excess
war risk P&I cover means cover for claims only in excess of amounts recoverable under the usual war risk cover including
(but not limited to) hull and machinery, crew and protection and indemnity risks.


 


hull
cover means insurance cover against the risks identified in clause 25.2(a).


 


minimum
hull cover means, in relation to a Mortgaged Ship, an amount equal at the relevant time to 120% of such proportion of the
Loans at such time as is equal to the proportion which the market value of such Mortgaged Ship bears to the aggregate of the market
values of all of the Mortgaged Ships at the relevant time.


 


P&I
risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection
and indemnity association which is a member of the International Group of protection and indemnity associations (or, if the International
Group ceases to exist, any other leading protection and indemnity association or other leading provider of protection and indemnity
insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the
hull cover).


 


	25.2		Coverage required



 


The
Ship (including its hull and machinery, hull interest, freight interest, disbursements and/or increased value) shall at all times
be insured at the Ship’s Owner’s cost:


 


		(a)	against fire and usual marine risks (including excess risks) and war risks (including war protection
and indemnity risks (including crew) and terrorism risks, piracy and




    	 	91	 



    		 



    

confiscation risks) on an agreed
value basis, for the higher of its minimum hull cover and its market value (and with the insured value under the hull and machinery
cover to be at least 80% of its market value) provided that it is acceptable to the Finance Parties and the ECAs if the hull interest
and the freight interest is insured for up to 33.33% under the increased value/disbursements policies;


 


		(b)	against P&I risks for the highest amount then available in the insurance market for vessels
of similar age, size and type as the Ship (but, in relation to liability for oil pollution, for an amount of not less than $1,000,000,000
or, if lower, the maximum amount available in the relevant insurance market) and a freight, demurrage and defence cover;



 


		(c)	against such other risks and matters which the Agent notifies it that it considers reasonable for
a prudent shipowner or operator to insure against at the time of that notice (and in any event and for so long as the Ship operates
in the Gulf of Mexico, risks from “named windstorms” for operations in the Gulf of Mexico shall always be insured under
the Insurances of the Ship to the extent normally subscribed to by the industry for similar units operating there); and



 


		(d)	on terms which comply with the other provisions of this clause 25.



 


	25.3		Placing of cover



 


The
insurance coverage required by clause 25.2 (Coverage required) shall be:


 


		(a)	in the name of the Ship’s Owner and (in the case of the Ship’s hull cover) no other person (other
than the Security Agent and any other Finance Party if required by the Majority Lenders, in which case, to the extent reasonably
practicable in the insurance market, without liability on the part of the Security Agent or any such other Finance Party for premiums
or calls) (unless such other person is approved and, if so required by the Agent (acting on the instructions of the Majority Lenders),
has duly executed and delivered a first priority assignment of its interest in the Ship’s Insurances to the Security Agent or the
other Finance Parties in an approved form and provided such supporting documents and opinions in relation to that assignment as
the Agent requires);



 


		(b)	in dollars or another approved currency;



 


		(c)	arranged through brokers approved by the Agent (acting on the instructions of the Majority Lenders,
acting reasonably) or direct with insurers or protection and indemnity or war risks associations approved by the Agent (acting
on the instructions of the Majority Lenders, acting reasonably); and



 


		(d)	on terms approved by the Agent (acting reasonably) (and always applying the terms of the Institute
Time Clauses 1/10/1983 if available in the insurance market) and with insurers or associations approved by the Agent (acting on
the instructions of the Majority Lenders).



 


	25.4		Deductibles



 


The
aggregate amount of any excess or deductible under the Ship’s hull cover shall not exceed $1,000,000 or any other approved amount.


 


	25.5		Mortgagee’s insurance



 


		(a)	The Borrowers shall promptly reimburse to the Agent the cost (as conclusively certified by the
Agent) of taking out and keeping in force in respect of the Ship and the other Mortgaged Ships on approved terms, or in considering
or making claims under a mortgagee’s interest insurance and a mortgagee’s additional perils (pollution risks) cover for the benefit
of the Finance Parties for an aggregate amount up to 110% per cent of the Loans at such time.




    	 	92	 



    		 



    

		(b)	The Agent shall take out mortgagee’s interest insurance (on the terms provided under clause 25.5(a))
prior to the Delivery of the Ship (with effect from the Ship’s Delivery Date) and keep such mortgagee’s interest insurance
in force in respect of the Ship throughout the Mortgage Period of that Ship.



 


	25.6		Fleet liens, set off and cancellations



 


If
the Ship’s hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by
the brokers or (if such cover is not placed through brokers or the brokers do not, under any applicable laws or insurance terms,
have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will not:


 


		(a)	set off against any claims in respect of the Ship any premiums due in respect of any of such other
vessels insured (other than other Mortgaged Ships); or



 


		(b)	cancel that cover because of non-payment of premiums in respect of such other vessels,



 


or
the Borrowers shall ensure that hull cover for the Ship and any other Mortgaged Ships is provided under a separate policy from
any other vessels.


 


	25.7		Payment of premiums



 


All
premiums, calls, contributions or other sums payable in respect of the Insurances shall be paid punctually by the Owner and the
Agent shall be provided with all relevant receipts or other evidence of payment upon request.


 


	25.8		Details of proposed renewal of Insurances



 


At
least 14 days before any of the Ship’s Insurances are due to expire, the Agent shall be notified of the names of the brokers,
insurers and associations proposed to be used for the renewal of such Insurances and the amounts, risks and terms in, against
and on which the Insurances are proposed to be renewed.


 


	25.9		Instructions for renewal



 


At
least seven days before any of the Ship’s Insurances are due to expire, instructions shall be given to brokers, insurers and associations
for them to be renewed or replaced on or before their expiry.


 


	25.10		Confirmation of renewal



 


The
Ship’s Insurances shall be renewed upon their expiry in a manner and on terms which comply with this clause 25 and confirmation
of such renewal given by approved brokers or insurers which shall be provided to the Agent at least 5 days (or such shorter period
as may be approved) before such expiry.


 


	25.11		P&I guarantees



 


Any
guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Ship shall be provided
when required by the association.


 


	25.12		Insurance documents



 


The
Agent shall be provided with pro forma copies of all insurance policies and other documentation issued by brokers, insurers and
associations in connection with the Ship’s Insurances as soon as they are available after they have been placed or renewed and
all insurance policies and other documents relating to the Ship’s Insurances shall be deposited with any approved brokers or (if
not deposited with approved brokers) the Agent or some other approved person.



    	 	93	 



    		 



    

	25.13		Letters of undertaking



 


Unless
otherwise approved where the Agent is satisfied that equivalent protection is afforded by the terms of the relevant Insurances
and/or any applicable law and/or a letter of undertaking provided by another person, on each placing or renewal of the Insurances,
the Agent shall be provided promptly with letters of undertaking in an approved form (having regard to general insurance market
practice and law at the time of issue of such letter of undertaking) from the relevant brokers, insurers and associations.


 


	25.14		Insurance Notices and Loss Payable Clauses



 


The
interest of the Security Agent or any other Finance Parties as assignees of the Insurances shall be endorsed on all insurance
policies and other documents by the incorporation of a Loss Payable Clause and an Insurance Notice in respect of the Ship and
its Insurances signed by its Owner and, unless otherwise approved, each other person assured under the relevant cover (other than
the Security Agent or any other Finance Party if it is itself an assured).


 


	25.15		Insurance correspondence



 


If
so required by the Agent (acting on the instructions of the Majority Lenders), the Agent shall promptly be provided with copies
of all written communications between the assureds and brokers, insurers and associations relating to any of the Ship’s Insurances
as soon as they are available.


 


	25.16		Qualifications and exclusions



 


All
requirements applicable to the Ship’s Insurances shall be complied with and the Ship’s Insurances shall only be subject to approved
exclusions or qualifications.


 


	25.17		Independent report



 


If
the Agent (acting on the instructions of the Majority Lenders) requires and obtains a detailed report from an approved independent
firm of marine insurance brokers giving their opinion on the adequacy of the Ship’s Insurances then the Agent shall be provided
promptly by the Borrowers with such a report at no cost to the Agent or (if the Agent obtains such a report itself, which it shall
be entitled to do) the Borrowers shall reimburse the Agent for the cost of obtaining that report. The Borrowers shall not bear
the cost of more than one such report per Ship per calendar year, unless there is an Event of Default.


 


	25.18		Collection of claims



 


All
documents and other information and all assistance required by the Agent to assist it and/or the Security Agent in trying to collect
or recover any claims under the Ship’s Insurances shall be provided promptly.


 


	25.19		Employment of Ship



 


The
Ship shall only be employed or operated in conformity with the terms of the Ship’s Insurances (including any express or implied
warranties) and not in any other way (unless the insurers have consented and any additional requirements of the insurers have
been satisfied).


 


	25.20		Declarations and returns



 


If
any of the Ship’s Insurances are on terms that require a declaration, certificate or other document to be made or filed before
the Ship sails to, or operates within, an area, those terms shall be complied with within the time and in the manner required
by those Insurances.



    	 	94	 



    		 



    

	25.21		Application of recoveries



 


All
sums paid under the Ship’s Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or
in discharging the liability in respect of which they have been paid except to the extent that the repairs have already been paid
for and/or the liability already discharged in which case such sums shall be applied in reimbursement of such costs incurred.


 


	25.22		Settlement of claims



 


Any
claim under the Ship’s Insurances for a Total Loss or Major Casualty shall only be settled, compromised or abandoned with prior
approval of all the Lenders and the ECAs.


 


	26		Minimum security
value



 


Each
Borrower undertakes that this clause 26 will be complied with throughout the Facility Period.


 


	26.1		Valuation of assets



 


For
the purpose of the Finance Documents, the value at any time of any Mortgaged Ship or a Ship before its Delivery obtained under
clause 4 (Conditions of Utilisation), or any other asset over which additional security is provided under this clause 26
will be its value as most recently determined in accordance with this clause 26 or, if no such value has been obtained, its value
determined under any valuation made pursuant to clause 4 (Conditions of Utilisation).


 


	26.2		Valuation frequency



 


Valuation
of each Mortgaged Ship or each Ship before its Delivery and each such other asset in accordance with this clause 26 may be required
by the Majority Lenders at any time (but in any event not less frequently than twice per calendar year).


 


	26.3		Expenses of valuation



 


The
Borrowers shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing such a valuation
provided that, in the absence of an Event of Default, the Borrowers shall bear the cost of the valuations of each Mortgaged Ship
under this clause 26 only twice per calendar year.


 


	26.4		Valuations procedure



 


The
value of any Mortgaged Ship and each Ship before its Delivery shall be determined in accordance with, and by valuers approved
and appointed in accordance with, this clause 26. Additional security provided under this clause 26 shall be valued in such a
way, on such a basis and by such persons (including the Agent itself) as may be approved by the Majority Lenders or as may be
agreed in writing by the Borrowers and the Agent (on the instructions of the Majority Lenders). Where additional security is held
as security for more than one Advance, for the purposes of calculating the Security Value in respect of each Advance, the Agent
shall allocate the value of such security as between the affected Advances pro-rata to the shortfall of such affected Advances.


 


	26.5		Currency of valuation



 


Valuations
shall be provided by valuers in dollars or, if a valuer is of the view that the relevant type of vessel is generally bought and
sold in another currency, in that other currency. If a valuation is provided in another currency, for the purposes of this Agreement
it shall be converted into dollars at the Agent’s spot rate of exchange for the purchase of dollars with that other currency as
at the date to which the valuation relates.



    	 	95	 



    		 



    

	26.6		Basis of valuation



 


Each
valuation will be addressed to the Agent in its capacity as such, it will be not more than 6 weeks old from its delivery to the
Agent and made:


 


		(a)	without physical inspection (unless required by the Agent, acting on the instructions of the Majority
Lenders);



 


		(b)	on the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm’s
length on normal commercial terms between a willing buyer and a willing seller; and



 


		(c)	without taking into account the benefit or detriment of any charter commitment.



 


	26.7		Information required for valuation



 


The
Borrowers shall promptly provide to the Agent and any such valuer any information which they reasonably require for the purposes
of providing such a valuation.


 


	26.8		Approved Brokers



 


All
valuers must be Approved Brokers. The Agent may from time to time notify the Borrowers and the Lenders of any additional independent
ship brokers which have been approved by the Borrowers and the Agent (acting on the instructions of the Majority Lenders) as Approved
Brokers for the purposes of this clause 26 and this Agreement, and the Majority Lenders may from time to time request the replacement
of an Approved Broker.


 


	26.9		Appointment of Approved Brokers



 


When
a valuation is required for the purposes of this clause 26, the Agent (acting on the instructions of the Majority Lenders) or,
if so approved at that time, the Borrowers shall promptly appoint the relevant Approved Brokers to provide such a valuation. If
the Borrowers are approved to appoint the relevant Approved Brokers but fail to do so promptly, the Agent may appoint the relevant
Approved Brokers to provide that valuation.


 


	26.10		Number of valuers



 


		(a)	Each valuation must be carried out by two (2) Approved Brokers both of whom shall be nominated
by the Borrowers. If the Borrowers fail promptly to nominate an Approved Broker then the Agent may nominate that valuer.



 


		(b)	If the two (2) valuations of a Ship made by two (2) Approved Brokers vary by more than 15%, then
a third Approved Broker must be nominated by the Borrowers to provide a valuation of such Ship. If the Borrowers fail to promptly
nominate such third Approved Broker, then the Agent may nominate that third Approved Broker.



 


	26.11		Differences in valuations



 


		(a)	If valuations provided by different Approved Brokers differ, the value of the relevant Ship for
the purposes of the Finance Documents will be the mean average of those valuations.



 


		(b)	If any Approved Broker provides a range of values for a Ship, the value of such Ship for the purposes
of the Finance Documents will be the mean average of the values comprising such range.



 


	26.12		Security shortfall



 


		(a)	If at any time the Security Value in respect of an Advance is less than the applicable Minimum
Value for that Advance, the Agent may, and shall, if so directed by the Majority Lenders and the ECAs, by notice to the Borrowers
require that such deficiency be remedied. The Borrowers shall then within 30 days of receipt of such notice ensure that




    	 	96	 



    		 



    

the
Security Value for each Advance equals or exceeds the applicable Minimum Value for the relevant Advance. For this purpose, the
Borrowers may:


 


		(i)	provide additional security in respect of that Advance over cash in dollars or other assets approved
by the Majority Lenders and each ECA in accordance with this clause 26; and/or



 


		(ii)	prepay an equal part of that Advance under clause 7.4 (Voluntary prepayment).



 


		(b)	Any prepayment pursuant to clause 26.12(a)(i) shall be made:



 


		(i)	without any requirement as to any minimum amount required by clause 7.4 (Voluntary prepayment);
and



 


		(ii)	such that any such prepayment shall be applied in relation to the affected Advance or Advances
only. Therefore, any prepayment of part of an Advance pursuant to this clause 26.12 shall be applied to each Loan pro rata but
against that Advance only.



 


	26.13		Creation of additional security



 


The
value of any additional security which the Borrowers offer to provide to remedy all or part of a shortfall in the amount of the
Security Value in respect of any Advance will only be taken into account for the purposes of determining the Security Value for
that Advance if and when:


 


		(a)	that additional security, its value and the method of its valuation have been approved by the Majority
Lenders and the ECAs (except in the case of otherwise approved first ranking security over cash in Dollars which shall be valued
at par);



 


		(b)	if applicable, the Agent has allocated the value of such additional security between any Advances
in respect of which such security has been granted in the manner provided under clause 26.4 (Valuations procedure);



 


		(c)	a Security Interest over that security has been constituted in favour of the Security Agent or
(if appropriate) the Finance Parties in substantially the same form as previously agreed (where relevant) or otherwise in an approved
form and manner;



 


		(d)	this Agreement has been unconditionally amended with such consequential amendments as required
by the Agent acting reasonably; and



 


		(e)	the Agent, or its duly authorised representative, has received such documents and evidence it may
require in relation to that amendment and additional security including documents and evidence of the type referred to in Schedule 3
(Conditions precedent) in relation to that amendment and additional security and its execution and (if applicable) registration.



 


	26.14		Security release



 


If
the Security Value in respect of an Advance shall at any time exceed the Minimum Value for that Advance, and the Borrowers shall
previously have provided further security to the Security Agent and/or the other Finance Parties pursuant to clause 26.12 (Security
shortfall), the Security Agent (on the instructions of the Agent) and the other Finance Parties and the ECAs shall, as soon
as reasonably practicable after notice from the Borrowers to do so and subject to being indemnified to their satisfaction against
the cost of doing so, procure the release of any such further security specified by the Borrowers provided that the Agent (acting
on the instructions of the Majority Lenders and the ECAs) is satisfied that, immediately following such release, the Security
Value for that Advance will equal or exceed the Minimum Value for that Advance and no other Event of Default shall have occurred
and be continuing.



    	 	97	 



    		 



    

	27		Chartering undertakings



 


Each
Borrower undertakes that this clause 27 will be complied with in relation to each Mortgaged Ship which is subject to a Charter
and its Charter Documents throughout the relevant Ship’s Mortgage Period.


 


	27.1		Variations



 


Except
(a) with approval (not to be unreasonably withheld or delayed) or (b) for any variations of secondary nature relating to day to
day operational matters which the Borrowers shall in any event promptly notify to the Agent, the Charter Documents shall not be
varied (and, for the avoidance of doubt, any assignment, transfer or novation of a Charter Document, whether from the relevant
Owner or the relevant Charterer, without approval shall constitute a variation), and the relevant Owner shall not grant any consent
to the relevant Charterer in respect of any such variation.


 


	27.2		Releases and waivers



 


Except
with approval, there shall be no release by the relevant Owner of any obligation of any other person under the Charter Documents
(including by way of novation, assignment or transfer), no waiver of any breach of any such obligation and no consent to anything
which would otherwise be such a breach.


 


	27.3		Termination by Owner



 


Except
with approval, the relevant Owner shall not terminate or rescind any Charter Document or withdraw the Ship from service under
the Charter or take any similar action.


 


	27.4		Charter performance



 


The
relevant Owner shall perform its obligations under the Charter Documents and use its reasonable endeavours to ensure that each
other party to them performs their obligations under the Charter Documents.


 


	27.5		Notice of assignment



 


The
relevant Owner shall give notice of assignment of the Charter Documents to the other parties to such documents promptly upon execution
of the relevant Charter Assignment in the form specified by the relevant Charter Assignment for that Ship and shall ensure that
the Agent receives a copy of that notice acknowledged by each addressee in the form specified therein and any relevant Quiet Enjoyment
Agreement as soon as practically possible after the relevant Charter Assignment has been executed by the Security Agent and any
relevant counterparty to such documents, and in any event at the times required under clause 4.1 (Conditions precedent to delivering
of a Utilisation Request) and Schedule 3 (Conditions precedent) as applicable.


 


	27.6		Payment of Charter Earnings



 


All
Earnings which the relevant Owner is entitled to receive under the Charter Documents shall be paid into the relevant Owner’s
Earnings Account or, following an Event of Default, in the manner required by the Security Documents.


 


	27.7		Termination Cure



 


Without
prejudice to the Obligors’ other obligations under the Finance Documents and the rights of the Finance Parties under clause
30.21 (Charters), if a Charter is cancelled or rescinded or (except as a result of the relevant Ship being a Total Loss)
frustrated, or if any Ship is withdrawn from service under a Charter before the time that Charter was scheduled to expire, then
the Borrowers shall use their best endeavours to ensure that:



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		(a)	as soon as reasonably possible after such cancellation, rescission, frustration or withdrawal,
the relevant Owner of that Ship will enter into an approved time charter commitment in respect of that Ship on terms (including
as to tenor, charter hire and credit standing of the charterer) which are in the opinion of the Agent (acting on the instructions
of the Majority Lenders and each ECA in their absolute and unfettered discretion) not less favourable to the relevant Owner, the
Group and the Finance Parties than these of the original Charter for that Ship; and



 


		(b)	forthwith after the entry into such charter commitment, the relevant Owner will grant in favour
of the Security Agent a Security Interest in respect of such charter commitment in a document in an agreed form and will provide
and deliver to the Agent in respect of the same, any documents and evidence of the nature described in Schedule 3 (Conditions
precedent) as reasonably required by the Agent.



 


	27.8		Quiet Enjoyment



 


If
required by the charterer of a replacement charter commitment referred to in clause 27.7 (Termination Cure) as a condition
to entering into the same, the Lenders and the ECAs agree to instruct the Security Agent to enter into a quiet enjoyment agreement
with such charterer on substantially the same terms as the Quiet Enjoyment Agreements in respect of any such replacement charter
commitment.


 


	27.9		Quiet Enjoyment Agreements and notices of assignment



 


		(a)	Without prejudice to clause 4.2 (Conditions precedent to Utilisation) and Schedule 3
(Conditions precedent), in the case of each of Ship E, Ship F and Ship G, the Borrowers undertake that the duly executed
Quiet Enjoyment Agreement and the duly executed notice of assignment and acknowledgement required under the relevant Charter Assignment
for that Ship will be delivered to the Agent in the agreed form on the earlier of (i) the last day of the relevant Tolerance Period
for that Ship and (ii) the delivery of the relevant Ship for service under the relevant Charter.



 


		(b)	The Parties acknowledge that the Security Agent will not, and will not be expected to, deliver
and release an executed Quiet Enjoyment Agreement to the relevant Borrower or Charterer for any such Ship, until such Ship is about
to be or has actually been delivered to the relevant Charterer under the relevant Charter.



 


	28		Bank accounts



 


Each
Borrower undertakes that this clause 28 will be complied with throughout the Facility Period.


 


	28.1		Earnings Accounts



 


		(a)	Each Owner shall be the holder of one or more Accounts with an Account Bank which is designated
as an Earnings Account for the purposes of the Finance Documents.



 


		(b)	The Earnings of the Mortgaged Ships and all moneys payable to the relevant Owner under the Ship’s
Insurances shall be paid by the persons from whom they are due to an Earnings Account unless required to be paid to the Security
Agent under the relevant Finance Documents.



 


		(c)	The relevant Account Holder(s) shall not withdraw amounts standing to the credit of an Earnings
Account except as permitted by clause 28.1(d).



 


		(d)	If there is no Event of Default which is continuing, amounts standing to the credit of the Earnings
Accounts shall be at the free disposal of the relevant Account Holder(s) and the relevant Account Holder(s) may withdraw moneys
from an Earnings Account for any purpose whatsoever which is permitted (or not prohibited) by the terms of this Agreement




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and
the Finance Documents and for as long as any such withdrawal will not result in the Borrowers being in breach of clause 19.12
(Liquidity).


 


	28.2		Other provisions



 


		(a)	An Account may only be designated for the purposes described in this clause 28 if:



 


		(i)	it is situated in London, England or in any other jurisdiction acceptable to the Lenders and the
ECAs;



 


		(ii)	such designation is made in writing by the Agent and acknowledged by the Borrowers and specifies
the names and addresses of the relevant Account Bank and the Account Holder(s) and the number and any designation or other reference
attributed to the Account;



 


		(iii)	an Account Security has been duly executed and delivered by the relevant Account Holder(s) in favour
of the Security Agent or the other Finance Parties;



 


		(iv)	any notice required by the Account Security to be given to an Account Bank has been given to, and
acknowledged by, the Account Bank in the form required by the relevant Account Security; and



 


		(v)	the Agent, or its duly authorised representative, has received such documents and evidence it may
require in relation to the Account and the Account Security including documents and evidence of the type referred to in Schedule 3
(Conditions precedent) in relation to the Account and the relevant Account Security.



 


		(b)	The rates of payment of interest and other terms regulating any Account will be a matter of separate
agreement between the relevant Account Holder(s) and Account Bank. If an Account is a fixed term deposit account, the relevant
Account Holder(s) may select the terms of deposits until the relevant Account Security has become enforceable and the Security
Agent directs otherwise.



 


		(c)	The relevant Account Holder(s) shall not close any Account or alter the terms of any Account from
those in force at the time it is designated for the purposes of this clause 28 or waive any of its rights in relation to an Account
except with approval.



 


		(d)	The relevant Account Holder(s) shall, upon request by the Agent, deposit with the Security Agent
all certificates of deposit, receipts or other instruments or securities relating to any Account, notify the Security Agent of
any claim or notice relating to an Account from any other party and provide the Agent with any other information it may request
concerning any Account.



 


		(e)	Each Finance Party agrees that if it is an Account Bank in respect of an Account then there will
be no restrictions on creating a Security Interest over that Account as contemplated by this Agreement and it shall not (except
with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect
of that Account in a manner adverse to the rights of the other Finance Parties.



 


	29		Business restrictions



 


Except
as otherwise approved by the Majority Lenders and each ECA, each Obligor undertakes that throughout the Facility Period this clause
29 will be complied with by and in respect of each Group Member to which each of the provisions below is expressed to apply.


 


	29.1		General negative pledge



 


		(a)	In this clause 29.1, Quasi-Security means an arrangement or transaction described in clause
29.1(d).




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		(b)	No Borrower shall permit any Security Interest to exist, arise or be created or extended over all
or any part of its assets except for Permitted Security Interests.



 


		(c)	(Without prejudice to clauses 29.2 (Financial Indebtedness) and 29.6 (Disposals)),
no Borrower shall:



 


		(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby that asset is or may
be leased to, or re-acquired by, any other Group Member other than pursuant to disposals permitted under clause 29.6 (Disposals);



 


		(ii)	sell, transfer, factor or otherwise dispose of any of its receivables on recourse terms (except
for the discounting of bills or notes in the ordinary course of business);



 


		(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,



 


in circumstances where the arrangement
or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.


 


		(d)	Clauses 29.1(b) and 29.1(c) above do not apply to any Security Interest or (as the case may be)
Quasi-Security, listed below:



 


		(i)	those granted or expressed to be granted by any of the Security Documents; and



 


		(ii)	in relation to a Mortgaged Ship, Permitted Maritime Liens.



 


	29.2		Financial Indebtedness



 


No Borrower shall incur or permit
to exist, any Financial Indebtedness owed by it to anyone else except:


 


		(a)	Financial Indebtedness incurred under the Finance Documents;



 


		(b)	Financial Indebtedness owed to another Obligor (provided that any such Financial Indebtedness owed
by an Owner is unsecured and subordinated to the Finance Documents on approved terms);



 


		(c)	Financial Indebtedness permitted under clause 29.3 (Guarantees); and



 


		(d)	Financial Indebtedness permitted under clause 29.4 (Loans and credit).



 


	29.3		Guarantees



 


No Borrower shall give or permit
to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone
else except:


 


		(a)	guarantees of obligations of Affiliates that are not Financial Indebtedness or obligations prohibited
by any Finance Document;



 


		(b)	guarantees in favour of its own trade creditors given in the ordinary course of its business or
in order to avoid the creation of, or to release, a Permitted Maritime Lien; and



 


		(c)	guarantees which are Financial Indebtedness permitted under clause 29.2 (Financial Indebtedness).




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	29.4		Loans and credit



 


No Borrower shall make, grant
or permit to exist any loans or any credit by it to anyone else other than:


 


		(a)	loans or credit to another Borrower or Guarantor permitted under clause 29.2 (Financial Indebtedness);
and



 


		(b)	trade credit granted by it to its customers on normal commercial terms in the ordinary course of
its trading activities



 


	29.5		Bank accounts, operating leases and other financial transactions



 


No Borrower shall:


 


		(a)	maintain any current or deposit account with a bank or financial institution except for the Accounts
and the deposit of money, operation of current accounts and the conduct of electronic banking operations through the Accounts;



 


		(b)	hold cash in any account other than the Accounts;



 


		(c)	enter into any obligations under operating leases relating to assets; or



 


		(d)	be party to any banking or financial transaction, whether on or off balance sheet, that is not
expressly permitted under this clause 29.



 


	29.6		Disposals



 


No Borrower shall enter into
a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to dispose of
any asset except for any of the following disposals so long as they are not prohibited by any other provision of the Finance Documents:


 


		(a)	disposals of assets made in (and on terms reflecting) the ordinary course of trading of the disposing
entity;



 


		(b)	disposals of obsolete assets, or assets which are no longer required for the purpose of the business
of the relevant Borrower, in each case for cash on normal commercial terms and on an arm’s length basis;



 


		(c)	disposals permitted by clauses 29.1 (General negative pledge), 29.2 (Financial
Indebtedness) or 23.2 (Sale or other disposal of a Ship; refinancing); and



 


		(d)	the application of cash or cash equivalents in the acquisition of assets or services in the ordinary
course of its business.



 


	29.7		Contracts and arrangements with Affiliates



 


No Borrower shall be party to
any arrangement or contract with any of its Affiliates (other than the MLP or, and only if and to the extent otherwise expressly
permitted by the other provisions of this clause 29, intra-Group loans) unless such arrangement or contract is on an arm’s length
basis.


 


	29.8		Subsidiaries



 


No Borrower shall establish
or acquire a company or other entity.



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	29.9		Acquisitions and investments



 


No Borrower shall acquire any
person, business, assets or liabilities or make any investment in any person or business or enter into any joint-venture arrangement
except:


 


		(a)	capital expenditures or investments related to maintenance of a Ship in the ordinary course of
its business;



 


		(b)	acquisitions of assets in the ordinary course of business (not being new businesses or vessels);



 


		(c)	the incurrence of liabilities in the ordinary course of its business;



 


		(d)	any loan or credit not otherwise prohibited under this Agreement; or



 


		(e)	pursuant to any Finance Documents, the Building Contracts or any Charter Documents to which
it is party.



 


	29.10		Reduction of capital



 


No Borrower shall redeem or
purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in
respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or
capital redemption or other undistributable reserve in any manner.


 


	29.11		Distributions and other payments



 


None of the Obligors shall:


 


		(a)	declare or pay (including by way of set-off, combination of accounts or otherwise) any dividend
or redeem or make any other distribution or payment (whether in cash or in specie), including any interest and/or unpaid dividends,
in respect of its equity or any other share capital or any warrants for the time being in issue; or



 


		(b)	make any payment (including by way of set-off, combination of accounts or otherwise) by way of
interest, or repayment, redemption, purchase or other payment, in respect of any shareholder loan, loan stock or similar instrument;



 


except where the following conditions
are met:


 


		(i)	in the case of each Obligor, if no Event of Default is continuing at the time of the declaration
or payment of any such dividend, distribution or other payment, nor would result from the declaration or payment of the same and
such a dividend, distribution and payment is declared and made; and



 


		(ii)	additionally, but in the case of the Parent only, if, following payment of any such dividend, distribution
or other payment, Cash and Cash Equivalents is at least four per cent of Total Indebtedness (as each such term is defined in clause
20 (Financial covenants)).



 


	30		Events of Default



 


Each of the events or circumstances
set out in clauses 30.1 (Non-payment) to 30.22 (Legal and beneficial ownership) is an Event of Default.


 


	30.1		Non-payment



 


An Obligor does not pay on the
due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable
provided however that



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no Event
of Default shall occur if a Payment Disruption Event has occurred and such payment is made within three (3) Business Days of the
due date.


 


	30.2		Financial covenants; ECA cover; liquidity



 


		(a)	The Obligors do not comply with clause 20 (Financial covenants) or clause 19.1 (Financial
statements).



 


		(b)	The Obligors do not comply with clause 21.15 (ECA requirements).



 


		(c)	The Obligors do not comply with clause 19.12 (Liquidity).



 


	30.3		Value of security



 


The Borrowers do not comply
with clause 26.12 (Security shortfall).


 


	30.4		Insurance



 


		(a)	The Insurances of a Mortgaged Ship are not placed and kept in force in the manner required by clause
25 (Insurance).



 


		(b)	Any insurer either:



 


		(i)	cancels any such Insurances and such Insurances are not immediately replaced by the Borrowers to
the full satisfaction of all the Lenders; or



 


		(ii)	disclaims liability under them by reason of any mis-statement or failure or default by any person.



 


	30.5		Other obligations



 


		(a)	An Obligor or a Manager does not comply with any provision of the Finance Documents except for
the following provisions:



 


		(i)	those referred to in clauses 30.1 (Non-payment), 30.2 (Financial covenants; ECA cover;
liquidity), 30.3 (Value of security) and 30.4 (Insurance) or any other provision of this clause 30); and



 


		(ii)	those of clause 21.11 (Sanctions), insofar as they relate to Sanctions not imposed by Germany,
the European Union or the United Nations.



 


		(b)	No Event of Default under clause 30.5(a) above will occur if the Agent (acting on the instructions
of the Majority Lenders) considers that the failure to comply is capable of remedy and the failure is remedied within twenty (20)
days of the earlier of (A) the Agent giving notice to the Borrowers and (B) any of the Borrowers becoming aware of the failure
to comply.



 


	30.6		Misrepresentation



 


Any representation or statement
made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor
under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made,
unless the same is capable of remedy and is remedied within twenty (20) days of the earlier of (a) the Agent giving notice to the
Borrowers and (b) any of the Borrowers becoming aware of the same (but excluding any representation or statement made under clause
18.32 (Sanctions) insofar as it relates to Sanctions not imposed by Germany, the European Union or the United Nations, to
which this clause 30.6 shall not apply).



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	30.7		Cross default



 


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



 


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



 


		(d)	The counterparty to a Treasury Transaction entered into by any Obligor becomes entitled to terminate
that Treasury Transaction early by reason of an event of default (however described).



 


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



 


		(f)	No Event of Default will occur under this clause 30.7 if the aggregate amount of Financial Indebtedness
or commitment for Financial Indebtedness falling within clauses 30.7(a) to 30.7(e) above is:



 


		(i)	less than $10,000,000 (or its equivalent in any other currency or currencies) in respect of any
Guarantor; and/or



 


		(ii)	less than $1,000,000 (or its equivalent in any other currency or currencies) in respect of any
other Obligor.



 


	30.8		Insolvency



 


		(a)	An Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments
on any of its debts or, by reason of actual financial difficulties, commences negotiations with one or more of its creditors with
a view to rescheduling any of its indebtedness.



 


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



 


		(c)	A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs,
the ending of the moratorium will not remedy any Event of Default caused by that moratorium.



 


	30.9		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, winding-up, dissolution, administration
or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;



 


		(ii)	a composition, compromise, assignment or arrangement with any creditor of any Obligor;



 


		(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager
or other similar officer in respect of any Obligor or any of its assets (including the directors of any Obligor requesting a person
to appoint any such officer in relation to it or any of its assets); or




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		(iv)	enforcement of any Security Interest over any assets of any Obligor,



 


or any analogous procedure or
step is taken in any jurisdiction.


 


		(b)	Clause 30.9(a) shall not apply to any winding-up petition (or analogous procedure or step) which
is frivolous or vexatious and is discharged, stayed or dismissed within fifteen (15) days of commencement or, if earlier, the date
on which it is advertised.



 


	30.10		Creditors’ process



 


		(a)	Any expropriation, attachment, sequestration, distress, execution or analogous process affects
any asset or assets of any Obligor having an aggregate value equal to or in excess of $10,000,000 (or the equivalent in any other
currency) in respect of any of the Guarantors and/or $1,000,000 (or the equivalent in any other currency) in respect of any other
Obligor, and is not discharged within thirty (30) days.



 


		(b)	Any judgment or order for an amount in excess of $10,000,000 (or the equivalent in any other currency)
in respect of any of the Guarantors and/or $1,000,000 (or the equivalent in any other currency) in respect of any other Obligor,
is made against any Obligor and is not stayed or complied with within thirty (30) days.



 


	30.11		Unlawfulness and invalidity



 


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



 


		(b)	Any obligation or obligations of any Obligor under any Finance Documents are not (subject to the
Legal Reservations) 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 or any Security Interest created or expressed to be created or evidenced by
the Security Documents ceases to be in full force and effect or is alleged by a party to it (other than a Finance Party) to be
ineffective for any reason.



 


		(d)	Any Security Document does not create legal, valid, binding and enforceable security over the assets
charged under that Security Document or the ranking or priority of such security is adversely affected.



 


	30.12		Cessation of business



 


Any Obligor suspends or ceases
to carry on (or threatens to suspend or cease to carry on) all or a material part of its business (except in the case of an Owner
as a result of the sale of its Ship in accordance with, and subject to, the provisions of this Agreement).


 


	30.13		Expropriation



 


The authority or ability of
any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation,
intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in
relation to any Obligor or any of its assets.


 


	30.14		Repudiation and rescission of Finance Documents



 


An Obligor repudiates a Finance
Document.



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	30.15		Litigation



 


Any litigation, alternative
dispute resolution, arbitration or administrative proceeding is taking place against any Obligor or any of its assets, rights or
revenues which, if adversely determined, might reasonably be expected to have a Material Adverse Effect.


 


	30.16		Material Adverse Effect



 


Any event or circumstance or
series of events (including any Environmental Incident or any change of law) occurs which the Majority Lenders and the ECAs reasonably
believe has, or is reasonably expected to have, a Material Adverse Effect.


 


	30.17		Security enforceable



 


Any Security Interest (other
than a Permitted Maritime Lien) in respect of Charged Property becomes enforceable.


 


	30.18		Arrest of Ship



 


Any Mortgaged Ship is arrested,
confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien
or other claim and the relevant Owner fails to procure the release of such Ship within a period of 30 days thereafter (or such
longer period as may be approved).


 


	30.19		Ship registration



 


Except with approval of the
Majority Lenders and each ECA, the registration of any Mortgaged Ship under the laws and flag of its Flag State is cancelled or
terminated or, where applicable, not renewed or, if such Mortgaged Ship is only provisionally registered on the date of its Mortgage,
such Ship is not permanently registered under such laws within 90 days of such date.


 


	30.20		Political risk



 


The Flag State of any Mortgaged
Ship or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or there is a seizure of power in
the Flag State or any such Relevant Jurisdiction by unconstitutional means if, in any such case, such event or circumstance, has
or might reasonably be expected to have, a Material Adverse Effect and, within 14 days of notice from the Agent to do so (or such
longer period as may be approved), such action as the Agent may require to ensure that such event or circumstance will not have
such an effect has not been taken by the Borrowers.


 


	30.21		Charters



 


Except with approval of the
Majority Lenders and the ECAs :


 


		(a)	any Ship is not delivered or accepted for service under its Charter within the relevant Tolerance
Period for that Ship; or



 


		(b)	a Charter of any Ship is cancelled or rescinded or (except as a result of the relevant Ship being
a Total Loss) frustrated or any Ship is withdrawn from service under a Charter before the time that Charter was scheduled to expire
(any such Ship referred to in this paragraph (b), an Affected Ship),




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provided
however that no Event of Default shall occur under clause 30.21(b) in relation to a Charter or Affected Ship, if the conditions
under either paragraph (i) or paragraph (ii) below are satisfied in respect of that Charter or (as the case may be) Affected Ship
within ***** days of such cancellation, rescission, frustration or withdrawal:


 


		(i)	the Borrowers:



 


		(A)	have prepaid the Advance relevant to such Affected Ship in full under clause 7.4 (Voluntary
prepayment) but on three (3) Business Day’s notice instead of the period required by such clause); or



 


		(B)	have provided to the Finance Parties additional security over cash in an amount of dollars equal
to such Advance in agreed form; or



 


		(ii)	the relevant Owner has entered into a new charter commitment in respect of the Affected Ship in
accordance with clause 27.7 (Termination Cure) and the Borrowers are otherwise in compliance with such clause 27.7 (Termination
Cure) in respect of the same and which:



 


		(A)	is with a charterer with a credit rating of not less than BBB- or its equivalent by at least one
of Standard and Poor’s, Moody’s or Fitch; and



 


		(B)	provides to the satisfaction of the Majority Lenders and the ECAs for charter rates which shall,
for each calendar month, exceed the aggregate of all amounts of operational costs of such Ship and debt service for the Advance
relevant to such Ship payable in such month; and



 


		(C)	provides for a fixed charter tenor of no less than 60 months without taking into account any option
to extend; and



 


		(D)	is not a bareboat or demise charter or other charter commitment which passes possession and operational
control of the Affected Ship to another person; and



 


		(E)	is otherwise in form and substance reasonably acceptable to the Majority Lenders,



 


or is otherwise
acceptable in form and substance in all respects to the Majority Lenders and the ECAs in their absolute discretion.


 


	30.22		Legal and beneficial ownership



 


		(a)	Any of the issued and outstanding shares (including the voting shares) of any Borrower cease to
be legally and beneficially owned by GasLog Carriers unless all of the issued and outstanding shares (including the voting shares)
of such Borrower are legally and beneficially (directly or indirectly through GPHL) owned by MLP; or



 


		(b)	Any of the issued and outstanding shares (including the voting shares) of GasLog Carriers cease
to be legally and beneficially owned by the Parent (and the Parties agree that such event, if an Event of Default, shall not also
constitute a Change of Control under paragraph (a) of the definition of the same), unless all of the issued and outstanding shares
(including the voting shares) of GasLog Carriers are legally and beneficially owned by MLP.



 


Provided always that
if either the shares in a Borrower and/or GasLog Carriers are to become legally and/or beneficially owned by MLP, then each of
MLP and GPHL must (as a condition of the transfer to the MLP) grant the MLP Guarantee and the GPHL Guarantee (the MLP Guarantee
to include any financial covenants which may be required by the Lenders and the ECAs at their sole discretion as a condition of
such approval) and duly executed replacement Share Security (in the form substantially similar to the existing Share Security)
in respect of any



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such Borrower,
and the Obligors will at the same time execute an amendment agreement to this Agreement in connection with the above matters in
such form as the Majority Lenders and the ECAs may require, and will deliver to the Agent such documents as the Agent may (acting
on the instructions of the Majority Lenders and the ECAs) so require, including (without limitation) any and all corporate authorisations
for MLP and GPHL of the nature described in Schedule 3 Part 1, paragraph 1 (Obligors’ corporate documents) required
by the Agent and any legal opinions required by the Agent.


 


	30.23		Acceleration



 


On and at any time after the
occurrence of an Event of Default which is continuing the Agent shall, if so directed by the Majority Lenders and the ECAs, by
notice to the Borrowers:


 


		(a)	cancel the Total Commitments at which time they shall immediately be cancelled; and/or



 


		(b)	declare that all or part of the Advances, together with accrued interest, and all other amounts
accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately
due and payable; and/or



 


		(c)	declare that all or part of the Advances be payable on demand, at which time they shall immediately
become payable on demand by the Agent on the instructions of the Majority Lenders; and/or



 


		(d)	declare that no withdrawals be made from any Account; and/or



 


		(e)	exercise or direct the Security Agent and/or any other beneficiary of the Security Documents to
exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.



 


The Agent and the other Finance
Parties agree that the Agent shall consult with each ECA through the ECA Agent prior to issuing any notice under clause 30.23 (Acceleration).


 


	31		Changes to the Lenders



 


	31.1		Assignments by the Lenders



 


Subject to this clause 31, a
Lender (the Existing Lender) may assign any of its rights to another bank or financial institution or to a trust, fund or
other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities
or other financial assets or to an ECA (the New Lender).


 


	31.2		Conditions of assignment



 


		(a)	The prior written consent of the Borrowers is required for an assignment by a Lender, unless (i)
the assignment is to another Lender or an ECA or an Affiliate of a Lender or an ECA or (ii) an Event of Default is continuing.
The Agent will immediately advise the Borrowers of the assignment.



 


		(b)	The consent of K-sure is required for an assignment by a K-sure Facility Lender of its K-sure Facility
Commitments and/or its participation in the K-sure Facility and any such K-sure Facility Lender must comply with any other requirements
of each K-sure Insurance Policy in respect of any such assignment.



 


		(c)	The consent of KEXIM is required for an assignment by a KEXIM Covered Facility Lender of its KEXIM
Covered Facility Commitments and/or its participation in the KEXIM Covered Facility and any such KEXIM Covered Facility Lender must comply with any other
requirements of the KEXIM Guarantee in respect of any such assignment.




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		(d)	The Borrowers’ consent may not be unreasonably withheld or delayed and will be deemed to have been
given five (5) Business Days after the Lender has requested consent unless consent is expressly refused within that time. Provided
however that the Borrowers shall be entitled to withhold consent in their discretion if the assignment is to a trust or fund.



 


		(e)	An assignment will only be effective:



 


		(i)	on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory
to the Agent) that the New Lender will assume the same obligations to the Borrowers and the other Finance Parties as it would have
been under if it was the Existing Lender;



 


		(ii)	on the New Lender entering into any documentation required for it to accede as a party to any Security
Document to which the Existing Lender is a party in its capacity as a Lender and, in relation to such Security Documents, completing
any filing, registration or notice requirements;



 


		(iii)	on the performance by the Agent of all necessary “know your customer” or other similar
checks under all applicable laws and regulations relating to any person that it is required to carry out in relation to such assignment
to a New Lender, the completion of which the Agent shall promptly notify to the New Lender and the Existing Lender; and



 


		(iv)	if an assignment takes effect after there has been a Utilisation, the assignment of an Existing
Lender’s participation in the Utilisations (if any) under a Facility shall take effect in respect of the same fraction of
each such Utilisation under that Facility;



 


		(v)	if that Existing Lender assigns equal fractions of its Commitment and participation in a Facility
and each Utilisation (if any) under the same Facility. For the avoidance of doubt, the Existing Lender shall not be required to
assign equal fractions of its Commitments and participations in all the Facilities; and



 


		(vi)	if the total amount of participations and Commitments of the Existing Lender being assigned is
not less than $10,000,000.



 


		(f)	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 the Finance Documents on or prior to the date on which the assignment becomes
effective in accordance with the Finance Documents and that it is bound by that decision to the same extent as the Existing Lender
would have been had it remained a Lender.



 


		(g)	If:



 


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



 


		(ii)	as a result of circumstances existing at the date the transfer, assignment 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 12 (Tax
gross-up and indemnities) or clause 13 (Increased Costs),



 


then the New Lender or Lender
acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing
Lender or Lender acting through its previous Facility Office would have been if the transfer, assignment or change had not occurred
unless the transfer, assignment or change is made by the Lender with the Borrowers’ agreement to mitigate any circumstances giving



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rise to a
Tax Payment or increased cost, or a right to be prepaid and/or cancelled by reason of illegality.


 


	31.3		Fee



 


The New Lender (save for the
ECAs in respect of an assignment to it) shall, on the date upon which an assignment takes effect, pay to the Agent (for its own
account) a fee of $5,000.


 


	31.4		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 or any other person of its obligations under the
Finance Documents or any other documents;



 


		(iv)	the application of any Basel II Regulation or any Basel III Regulation to the transactions contemplated
by the Finance Documents; or



 


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



 


and any representations or warranties
implied by law are excluded.


 


		(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:



 


		(A)	the financial condition and affairs of the Obligors and their related entities in connection with
its participation in this Agreement; and



 


		(B)	the application of any Basel II Regulation or any Basel III Regulation to the transactions contemplated
by the Finance Documents;



 


and has not relied exclusively
on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document;


 


		(ii)	will continue to make its own independent appraisal of the application of any Basel II Regulation
or Basel III Regulation to the transactions contemplated by the Finance Documents; and



 


		(iii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and
its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.



 


		(c)	Nothing in any Finance Document obliges an Existing Lender to:



 


		(i)	accept a re-assignment from a New Lender of any of the rights assigned under this clause 31; or



 


		(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 by reason of the application of any Basel II Regulation or Basel
III




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Regulation
to the transactions contemplated by the Finance Documents or otherwise.


 


	31.5		Procedure for assignment



 


		(a)	Subject to the conditions set out in clause 31.2 (Conditions of assignment) an assignment
may be effected in accordance with clause 31.5(d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate
and (b) the Agent executes any document required under clause 31.2(e) which it may be necessary for it to execute in each case
delivered to it by the Existing Lender and the New Lender duly executed by them and, in the case of any such other document, any
other relevant person. The Agent shall, subject to clause 31.5(b) as soon as reasonably practicable after receipt by it of a Transfer
Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and
delivered in accordance with the terms of this Agreement, execute that Transfer Certificate and such other document. The Obligors
and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultation
with them.



 


		(b)	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing
Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar
checks under all applicable laws and regulations in relation to the assignment to such New Lender.



 


		(c)	The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer
Certificate on their behalf without any consultations with them.



 


		(d)	Subject to clause 31.8 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents
expressed to be the subject of the assignment in the Transfer Certificate;



 


		(ii)	the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations
owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Transfer Certificate (but the
obligations owed by the Obligors under the Finance Documents shall not be released); and



 


		(iii)	the New Lender shall become a Party to the Finance Documents as a “Lender” and as a “K-sure
Facility Lender” and/or a “KEXIM Facility Lender” and/or a “KEXIM Covered Facility Lender” and/or
a “Commercial Facility Lender” (as applicable) for the purposes of all the Finance Documents and will be bound by obligations
equivalent to the Relevant Obligations.



 


		(e)	Lenders may utilise procedures other than those set out in this clause 31.5 (Procedure for assignment)
to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance
with clauses 31.5 (Procedure for assignment) to obtain a release by that Obligor from the obligations owed to that Obligor
by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set
out in clause 31.2 (Conditions of assignment).



 


	31.6		Copy of Transfer Certificate to Borrowers



 


The Agent shall, as soon as
reasonably practicable after it has executed a Transfer Certificate and any other document required under clause 31.2(e), send
a copy of that Transfer Certificate and such other documents to the Borrowers.


 


	31.7		Security over Lenders’ rights



 


In addition to the other rights
provided to Lenders under this clause 31.7, each Lender may without consulting with or obtaining consent from an Obligor, at any
time charge, assign or



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otherwise
create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document
to secure obligations of that Lender including, without limitation:


 


		(a)	any charge, assignment or other Security Interest 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 Interest 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,



 


except that no such charge, assignment
or Security Interest shall:


 


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



 


		(ii)	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.



 


	31.8		Pro rata interest settlement



 


If the Agent has notified the
Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then
(in respect of any assignment pursuant to clause 31.5 (Procedure for assignment) the Transfer Date of which, in each case,
is after the date of such notification and is not on the last day of an Interest Period):


 


		(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by
reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date
(Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on
the last day of the current Interest Period (or, if the Interest Period is longer than six months, on the next of the dates which
falls at six monthly intervals after the first day of that Interest Period); and



 


		(b)	the rights assigned or transferred by the Existing Lender will not include the right to the Accrued
Amounts, so that, for the avoidance of doubt:



 


		(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
Lender; and



 


		(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application
of this clause 31.8, have been payable to it on that date, but after deduction of the Accrued Amounts.



 


	31.9		Transfer to K-sure



 


		(a)	If a K-sure Facility Lender receives a payment from K-sure under any K-sure Insurance Policy in
respect of its participation in the K-sure Loan, then, to the extent that it is required to do so by K-sure pursuant to the terms
of the relevant K-sure Insurance Policy, that K-sure Facility Lender shall, at the cost of the Borrowers and without the Borrowers’
consent, assign to K-sure a part of its participation in the K-sure Loan equal to the amount paid to it by K-sure (but the assignment
shall not limit the rights of that K-sure Facility Lender to recover any remaining part of its participation in the K-sure Loan
or of any other moneys owing to it), Provided however that if K-sure makes any payment to the K-sure Facility Lenders under a K-sure
Insurance Policy:




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		(i)	the obligations of the Obligors and the Finance Parties (and of any of them) under this Agreement
and each of the Finance Documents shall not be discharged, reduced nor affected in any way;



 


		(ii)	K-sure shall be subrogated to the respective rights of the K-sure Facility Lenders against the
Obligors and the Finance Parties under this Agreement and the other Finance Documents;



 


		(iii)	K-sure shall be entitled to the extent of such payment to exercise the respective rights of the
K-sure Facility Lenders (whether present or future) against the Obligors (and against any of them) and the Finance Parties (and
against any of them) pursuant to this Agreement and the Finance Documents or any relevant laws and/or regulations unless and until
such payment and the interest accrued thereon are fully reimbursed to K-sure; and



 


		(iv)	with respect to the obligations of the Obligors owed to the Finance Parties under the Finance Documents
(or any of them), such obligations shall additionally be owed to K-sure by way of subrogation of the rights of the Finance Parties.



 


		(b)	Each of the K-sure Facility Lenders agrees that as soon as K-sure irrevocably and unconditionally
pays in full all moneys due under a K-sure Insurance Policy then each of the relevant K-sure Facility Lenders shall promptly transfer
to K-sure 95 per cent of their respective K-sure Facility Commitments, participations and other rights under the K-sure Facility
in proportion to and in accordance with the schedule of payments made by K-sure under the K-sure Insurance Policy whereupon K-sure
shall, upon receipt by the Agent of a duly completed Transfer Certificate, and modified to the extent agreed between the Finance
Parties and K-sure for consistency with the terms and conditions of the K-sure Insurance Policy, be a transferee and as such shall
be entitled to the rights and benefits of the K-sure Facility Lenders under the Finance Documents to the extent of its participation.
Notwithstanding any provisions to the contrary in any Finance Document, the Borrowers consent to such assignment and transfer.



 


		(c)	The Borrowers shall indemnify K-sure and each K-sure Facility Lender in respect of any costs or
expenses (including legal fees) suffered or incurred by K-sure or such K-sure Facility Lender in connection with the transfer referred
to hereinabove or in connection with any review by K-sure or that K-sure Facility Lender of any Default or dispute between the
Borrowers and any of the Finance Parties occurring prior to the transfer referred to hereinabove.



 


		(d)	The Borrowers shall indemnify K-sure in respect of any costs or expenses (including legal fees)
suffered or incurred by K-sure in connection with any transfer referred to in this clause 31.9.



 


		(e)	The Obligors agree to cooperate with the Agent and the relevant K-sure Facility Lender in giving
effect to any transfer or subrogation referred to above, and to take all actions requested by the Agent, such K-sure Facility Lender
or K-sure, in each case to the extent capable of being done by it, to implement or give effect to such transfer or subrogation.
All agreements, representations and warranties made in this Agreement in favour of the relevant Lender shall survive any transfer
made pursuant to this clause and shall also inure to the benefit of
K-sure.



 


	31.10		Transfer to KEXIM



 


		(a)	If a KEXIM Covered Facility Lender receives a payment from KEXIM under the KEXIM Guarantee in respect
of its participation in the KEXIM Covered Loan, then, to the extent that it is required to do so by KEXIM pursuant to the terms
of the KEXIM Guarantee, that KEXIM Covered Facility Lender shall, at the cost of the Borrowers and without the Borrowers’
consent, assign to KEXIM a part of its participation in the KEXIM Covered Loan equal to the amount paid to it by KEXIM (but the
assignment shall not limit the rights of that KEXIM Covered Facility Lender to recover any remaining part of its participation
in




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the KEXIM
Covered Loan or of any other moneys owing to it), Provided however that if KEXIM makes any payment to the KEXIM Covered Facility
Lenders under the KEXIM Guarantee:


 


		(i)	the obligations of the Obligors and the Finance Parties (and of any of them) under this Agreement
and each of the Finance Documents shall not be discharged, reduced nor affected in any way;



 


		(ii)	KEXIM shall be subrogated to the respective rights of the KEXIM Covered Facility Lenders against
the Obligors and the Finance Parties under this Agreement and the other Finance Documents;



 


		(iii)	KEXIM shall be entitled to the extent of such payment to exercise the respective rights of the
KEXIM Covered Facility Lenders (whether present or future) against the Obligors (and against any of them) and the Finance Parties
(and against any of them) pursuant to this Agreement and the Finance Documents or any relevant laws and/or regulations unless and
until such payment and the interest accrued thereon are fully reimbursed to KEXIM; and



 


		(iv)	with respect to the obligations and liabilities of the Obligors owed to the KEXIM Covered Facility
Lenders under this Agreement and the Finance Documents (or any of them), such obligations and liabilities shall additionally be
owed to KEXIM by way of subrogation of the rights of the KEXIM Covered Facility Lenders.



 


		(b)	The Borrowers shall indemnify KEXIM and each KEXIM Covered Facility Lender in respect of any costs
or expenses (including legal fees) suffered or incurred by KEXIM or such KEXIM Covered Facility Lender in connection with the transfer
referred to hereinabove or in connection with any review by KEXIM of any Default or dispute between the Borrowers and any of the
Finance Parties occurring prior to the transfer referred to hereinabove.



 


		(c)	The Borrowers shall indemnify KEXIM in respect of any costs or expenses (including legal fees)
suffered or incurred by KEXIM in connection with any transfer referred to in this clause 31.10.



 


		(d)	The Obligors agree to cooperate with the Agent and the relevant KEXIM Covered Facility Lender in
giving effect to any transfer or subrogation referred to above, and to take all actions requested by the Agent, such KEXIM Covered
Facility Lender or KEXIM, in each case to the extent capable of being done by it, to implement or give effect to such transfer
or subrogation. All agreements, representations and warranties made in this Agreement in favour of the relevant Lender shall survive
any transfer made pursuant to this clause and shall also inure to the benefit
of KEXIM.



 


	32		Changes to the Obligors/Restriction on Debt Purchase Transactions



 


	32.1		Changes to the Obligors



 


No Obligor may assign any of
its rights or transfer any of its rights or obligations under the Finance Documents without the prior written consent of all the
Lenders and each ECA.


 


	32.2		Prohibition on Debt Purchase Transactions by the Group



 


The Obligors shall not, and
each Guarantor shall procure that each Group Member shall not, enter into any Debt Purchase Transaction or be a Lender or beneficially
own all or any part of the share capital of a company that is or is to be a Lender or a party to a Debt Purchase Transaction of
the type referred to in the definition of Debt Purchase Transaction.



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	32.3		Disenfranchisement of Debt Purchase Transactions entered into by Affiliates



 


		(a)	For so long as a Parent’s Affiliate (i) beneficially owns a Commitment or (ii) has entered
into a sub-participation agreement relating to a Commitment or other agreement or arrangement having a substantially similar economic
effect and such agreement or arrangement has not been terminated:



 


		(i)	in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance
of doubt, unanimity) of the Total Commitments or any agreement of any specified group of Lenders has been obtained to approve any
request for a consent, waiver, amendment or other vote under the Finance Documents, such Commitment shall be deemed to be zero;
and



 


		(ii)	for the purposes of clause 42.2 (All Lender matters), such Parent’s Affiliate or the
person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender
for the purpose of paragraph (i) above (unless, in the case of a person not being a Parent’s Affiliate, it is a Lender by
virtue otherwise than by beneficially owning the relevant Commitment).



 


		(b)	Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly
notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with a Parent’s Affiliate (a Notifiable
Debt Purchase Transaction), such notification to be substantially in the form set out in Part 1 of Schedule 8 (Forms
of Notifiable Debt Purchase Transaction Notice).



 


		(c)	No Lender shall knowingly enter into any Notifiable Debt Purchase Transaction unless such Notifiable
Debt Purchase Transaction relates to the entirety of its Commitment in a Facility.



 


		(d)	A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it
is a party:



 


		(i)	is terminated; or



 


		(ii)	ceases to be with a Parent Affiliate,



 


such notification to be substantially
in the form set out in Part 2 of Schedule 8 (Forms of Notifiable Debt Purchase Transaction Notice).


 


		(e)	Each Parent Affiliate that is a Lender agrees that:



 


		(i)	in relation to any meeting or conference call to which all the Lenders are invited to attend or
participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees,
be entitled to receive the agenda or any minutes of the same; and



 


		(ii)	in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive
any report or other document prepared at the behest of, or on the instructions of or addressed to, the Agent or one or more of
the Lenders. For the avoidance of doubt the only information the Lender is entitled to receive are operational notices for that
Lender in connection with their Commitment.



 


	32.4		Parent Affiliates’ notification to other Lenders of Debt Purchase Transactions



 


Any Parent
Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall,
by 5.00 pm on the Business Day following the day on which it entered into the Debt Purchase Transaction, notify the Agent of the
extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent shall promptly disclose
such information to the Lenders.



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	33		Roles of Agent, Security Agent, ECA Agent and Arrangers



 


	33.1		Appointment of the Agent



 


		(a)	Each other Finance Party (other than the Security Agent) appoints the Agent to act as its agent
under and in connection with the Finance Documents, each K-sure Insurance Policy and the KEXIM Guarantee.



 


		(b)	Each other Finance Party (other than the Security Agent) 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, each K-sure Insurance Policy
and the KEXIM Guarantee together with any other incidental rights, powers, authorities and discretions; and



 


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



 


		(c)	The Agent accepts its appointment under clause 33.1(a) as agent for the Finance Parties (for so
long as they are Finance Parties) on and subject to the terms of this clause 33, and any Finance Documents to which it is a Party.



 


	33.2		Instructions to Agent



 


		(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 or the Majority Lenders and/or any of the ECAs (as the case may be) if the relevant
Finance Document stipulates the matter requires such decision; and



 


		(B)	in all other cases, the Majority Lenders; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
paragraph 33.2(a)(i) above.



 


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



 


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



 


		(d)	The Agent may refrain from acting in accordance with any instructions of any Lender, group of Lenders
or any ECA 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.




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		(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, any K-sure Insurance Policy or the KEXIM Guarantee.
This clause (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 Security Documents.



 


	33.3		Duties of the Agent



 


		(a)	The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.



 


		(b)	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 31.6 (Copy of Transfer Certificate to Borrowers), clause 33.3(b)
shall not apply to any Transfer Certificate.



 


		(d)	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.



 


		(e)	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 and the ECAs through the
ECA Agent.



 


		(f)	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 or an Arranger or the Security Agent for their own account) under this Agreement
it shall promptly notify the other Finance Parties and the ECAs through the ECA Agent.



 


		(g)	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).



 


	33.4		Role of the Arrangers, ECA Co-ordinator, Bookrunner and Global Co-ordinator



 


Except as specifically provided
in the Finance Documents, the Arrangers, the ECA Co-ordinator, the Bookrunner and the Global Co-ordinator have no obligations of
any kind to any other Party under or in connection with any Finance Document or the transactions contemplated by the Finance Documents.


 


	33.5		No fiduciary duties



 


		(a)	Nothing in this Agreement constitutes the Agent, the ECA Agent, the Arrangers, the ECA Co-ordinator,
the Bookrunner and the Global Co-ordinator as a trustee or fiduciary of any other person.



 


		(b)	None of the Agent, the Security Agent, the ECA Agent, the Arrangers, the ECA Co-ordinator, the
Bookrunner and the Global Co-ordinator 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 or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents.




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	33.6		Business with the Group



 


The Agent, the Security Agent,
the ECA Agent, the Arrangers, the ECA Co-ordinator, the Bookrunner and the Global Co-ordinator may accept deposits from, lend money
to and generally engage in any kind of banking or other business with any Obligor or other Group Member or their Affiliates and
shall not be obliged to account to the other Finance Parties for any profits.


 


	33.7		Rights and discretions of the Agent



 


		(a)	The Agent may:



 


		(i)	rely on any representation, communication, notice or document (including, without limitation, any
notice given by a Lender pursuant to clauses 32.3(b) and 32.3(d) (Disenfranchisement on Debt Purchase Transactions entered into
by Affiliates)) believed by it to be genuine, correct and appropriately authorised and on any statement made by a director,
authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his/her knowledge
or within his/her power to verify; and



 


		(ii)	assume that:



 


		(A)	any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders
are duly given in accordance with the terms of the Finance Documents; and



 


		(B)	unless it has received notice of revocation, that those instructions have not been revoked; and



 


		(iii)	rely on a certificate from any person:



 


		(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge
of that person; or



 


		(B)	to the effect that such person approves of any particular dealing, transaction, step, action or
thing,



 


as sufficient
evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.


 


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



 


		(i)	no Default has occurred (unless it has actual knowledge of a Default arising under clause 30.1
(Non-payment));



 


		(ii)	any right, power, authority or discretion vested in any Party or any group of Lenders (whether
Majority Lenders or all the Lenders or otherwise) has not been exercised;



 


		(iii)	any notice or request made by a Borrower (other than a Utilisation Request or Selection Notice)
is made on behalf of and with the consent and knowledge of all the Obligors; and



 


		(iv)	no Notifiable Debt Purchase Transaction:



 


		(A)	has been entered into;



 


		(B)	has been terminated; or




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		(C)	has ceased to be with a Parent Affiliate.



 


		(c)	The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts in the conduct of its obligations and responsibilities under the Finance Documents.



 


		(d)	Without prejudice to the generality of clause 33.7(c) or clause 33.7(e), the Agent may at any time
engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed
by the Lenders) if the Agent in its reasonable opinion deems this to be 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 whether or not liability thereunder
is limited by reference to monetary cap or otherwise) 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 except where such damages, costs or losses
to any person, such diminuation in value or such liability are directly caused by the gross negligence or wilful misconduct of
the Agent acting alone and on its own discretion without instructions from any Lender or ECA under the provisions of the Finance
Documents.



 


		(f)	The Agent may act in relation to the Finance Documents through its personnel 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, neither the Agent
nor any Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of
any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and any Arranger may do anything which
in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.



 


		(i)	Without prejudice to the generality of clause 33.7(h), the Agent may (but is not obliged) disclose
the identity of a Defaulting Lender to the other Finance Parties and the Borrowers and the Agent shall disclose the same upon the
written request of the Majority Lenders



 


		(j)	Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged
to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities
or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate
indemnity against, or security for, such risk or liability is not reasonably assured to it.



 


		(k)	Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion or other
information under clause 19 (Information undertakings) unless so required in writing by a Lender, in which case the Agent
shall promptly make the appropriate request of the Borrowers if such request would be in accordance with the terms of this Agreement.



 


		(l)	Except with the relevant ECA’s prior consent, the Agent shall not be entitled to exercise
or refrain from exercising any right, power, authority or discretion, or give or withhold any consent, the exercise or giving of
which, by the terms of this Agreement, would require an ECA’s prior consent and any amendment or waiver which relates to
any matter which, by the terms of any Finance Document, requires the prior consent of an ECA shall not be entered into or provided
by the Agent until such ECA has agreed to its terms.




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	33.8		Responsibility for documentation and other matters



 


Neither the Agent nor any Arranger
is responsible or liable for:


 


		(a)	the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied
by the Agent, any Arranger, an Obligor or any other person given in or in connection with any Finance Document, any K-sure Insurance
Policy, the KEXIM Guarantee or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Finance Document, any K-sure Insurance Policy,
the KEXIM Guarantee or of any representations in any Finance Document or any K-sure Insurance Policy or the KEXIM Guarantee or
of any copy of any document delivered under any Finance Document or any K-sure Insurance Policy or the KEXIM Guarantee;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document, any
Charter Document or any Building Contract Document or any K-sure Insurance Policy or the KEXIM Guarantee or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document, any
Charter Document or any Building Contract Document or any K-sure Insurance Policy or the KEXIM Guarantee;



 


		(c)	the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated
by the Finance Documents, the K-sure Insurance Policies or the KEXIM Guarantee;



 


		(d)	any loss to the Trust Property arising in consequence of the failure, depreciation or loss of any
Charged Property or any investments made or retained in good faith or by reason of any other matter or thing;



 


		(e)	accounting to any person for any sum or the profit element of any sum received by it for its own
account;



 


		(f)	the failure of any Obligor, KEXIM or K-sure or any other party to perform its obligations under
any Finance Document, any Charter Document, any Building Contract Document, any K-sure Insurance Policy or the KEXIM Guarantee
or the financial condition of any such person;



 


		(g)	ascertaining whether all deeds and documents which should have been deposited with it (or
the Security Agent and/or any other beneficiary of a Security Document) under or pursuant to any of the Security Documents have
been so deposited;



 


		(h)	investigating or making any enquiry into the title of any Obligor to any of the Charged Property
or any of its other property or assets;



 


		(i)	failing to register any of the Security Documents with the Registrar of Companies or any other
public office;



 


		(j)	failing to register any of the Security Documents in accordance with the provisions of the documents
of title of any Obligor to any of the Charged Property;



 


		(k)	failing to take or require any Obligor to take any steps to render any of the Security Documents
effective as regards property or assets outside England or Wales or to secure the creation of any ancillary charge under the laws
of the jurisdiction concerned;



 


		(l)	(unless it is the same entity as the Security Agent) the Security Agent and/or any other beneficiary
of a Security Document failing to perform or discharge any of its duties or obligations under the Security Documents, the K-sure
Insurance Policies or the KEXIM Guarantee;




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		(m)	any determination as to whether any information provided or to be provided to any Finance Party
is non-public information the use of which may be regulated or prohibited by any applicable law or regulation relating to insider
dealing or otherwise;



 


		(n)	making any investigation in respect of or in any way be liable whatsoever for the existence, accuracy
or sufficiency of any legal or other opinions, reports, certificates or investigations delivered or obtained or required to be
delivered or obtained at any time in connection herewith;



 


		(o)	any unsuitability, inadequacy or unfitness of any Charged Property as security for the Loans and
shall not be obliged to make any investigation into, and shall be entitled to assume, the suitability, adequacy and fitness of
the Charged Property as security for the Loans; or



 


		(p)	any damage to or any unauthorised dealing with the Charged Property nor shall it have any responsibility
or liability arising from the fact that the Charged Property, or documents relating thereto, may be registered in its name or held
by it or any other bank or agent selected by the Agent or the Security Agent.



 


	33.9		No duty to monitor



 


The Agent shall not be bound
to enquire:


 


		(a)	whether or not any Default has occurred;



 


		(b)	as to the performance, default or any breach by any Party of its obligations under any Finance
Document; or



 


		(c)	whether any other event specified in any Finance Document has occurred.



 


	33.10		Exclusion of liability



 


		(a)	Without limiting clause 33.10(b) (and without prejudice to any other provision of the Finance Documents
excluding or limiting the liability of the Agent) the Agent will not be liable (including, without limitation, for negligence or
any other category of liability whatsoever and other than as specified below) for:



 


		(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever
arising as a result of taking or not taking any action under or in connection with any Finance Document or the Charged Property
or any K-sure Insurance Policy or the KEXIM Guarantee, unless directly caused by its gross negligence or wilful default. For the
avoidance of doubt and notwithstanding anything contained in the Finance Documents, the Agent shall not in any event be liable
for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether
it was informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort
or otherwise;



 


		(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in
connection with, any Finance Document, the Charged Property, any K-sure Insurance Policy, the KEXIM Guarantee or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or
the Charged Property or any K-sure Insurance Policy or the KEXIM Guarantee unless directly caused by the gross negligence or wilful
default of the Agent and in the course of the exercise or non exercise by it of any right, power, authority or discretion given
to it expressly under a Finance Document, a K-sure Insurance Policy or the KEXIM Guarantee; or




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		(iii)	without prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses
to any person, any diminution in value or any liability whatsoever arising as a result of:



 


		(A)	any act, event or circumstance not reasonably within its control; or



 


		(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,



 


including (in each case and
without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation
or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the
execution or settlement of transactions or the value of assets (including any Payment Disruption Event); breakdown, failure or
malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war,
terrorism, insurrection or revolution; or strikes or industrial action.


 


		(b)	No Party (other than the Agent) may take any proceedings against any officer, employee or agent
of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer,
employee or agent in relation to any Finance Document or any K-sure Insurance Policy or the KEXIM Guarantee and any officer, employee
or agent of the Agent may rely on this clause 33.10 subject to clause 1.3 (Third party rights) and the provisions of the
Third Parties Act.



 


		(c)	The Agent will not be liable for any delay (or any related consequences) in crediting an account
with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon
as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system
used by the Agent for that purpose.



 


		(d)	Nothing in this Agreement shall oblige the Agent or any Arranger 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 and the Arrangers that it is solely responsible for any such checks it is required to carry out and
that it may not rely on any statement in relation to such checks made by the Agent or any Arranger.


 


		(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability,
any liability of the Agent arising under or in connection with any Finance Document or the Charged Property shall be limited to
the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the
date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference
to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall
the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special,
punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.



 


	33.11		Lenders’ indemnity to the Agent



 


		(a)	Each Lender shall (in proportion (if no part of the Loans is then outstanding) to its share of
the Total Commitments or (at any other time) to its participation in the Loans) indemnify the Agent, within five Business Days
of demand, against:




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		(i)	any Losses for negligence or any other category of liability whatsoever incurred by the Agent in
the circumstances contemplated pursuant to clause 36.11 (Disruption to Payment Systems etc.) (except if caused solely by
the Agent’s gross negligence or wilful misconduct or any claim based on the fraud of the Agent) notwithstanding the Agent’s
negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent; and



 


		(ii)	any other Losses (otherwise than by reason of the Agent’s gross negligence or wilful default) including
the costs of any person engaged in accordance with clause 33.7 (Rights and discretions of the Agent) and any Receiver and
any Delegate in acting as its agent under the Finance Documents,



 


in each case incurred by the
Agent in acting as such under the Finance Documents and, to the extent applicable, the K-sure Insurance Policies and the KEXIM
Guarantee (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document or out of the Trust Property) and
this clause 33.11 as applied in favour of the Security Agent pursuant to clause 33.21 (Application of certain clauses to
Security Agent) shall be without prejudice to any right to indemnity by law given to trustees generally and any other indemnity
in the Security Agent’s favour in any other Finance Document.


 


The indemnities contained in
this clause 33.11 shall survive the termination or discharge of this Agreement for a period of four calendar years from the irrevocable
and unconditional payment of all sums owing by the Obligors to the Finance Parties and the ECAs under this Agreement and the other
Finance Documents.


 


		(b)	Subject to clause 33.11(c), the Borrowers shall immediately on demand reimburse any Lender for
any payment that Lender makes to the Agent pursuant to clause 33.11(a).



 


		(c)	Clause 33.11(b) shall not apply to the extent that the indemnity payment in respect of which the
Lender claims reimbursement relates to a liability of the Agent to an Obligor.



 


	33.12		Resignation of the Agent



 


		(a)	The Agent may without giving any reason therefor resign and appoint one of its Affiliates as successor
by giving notice to the Lenders, the Security Agent, the ECA Agent and the Borrowers.



 


		(b)	Alternatively the Agent may without giving any reason therefor resign by giving 30 days’
notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers)
may appoint a successor Agent acting through an office in London.



 


		(c)	If the Majority Lenders have not appointed a successor Agent in accordance with clause 33.12(b)
above within 30 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers) may appoint
a successor Agent.



 


		(d)	The retiring Agent shall, either at the Lenders’ expense if it has been required to resign
pursuant to clause 33.13 (Replacement of the Agent) or otherwise 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 Borrowers shall, within three 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.



 


		(e)	The Agent’s resignation notice shall only take effect upon the appointment of a successor.



 


		(f)	The appointment of the successor Agent shall take effect on the date specified in the notice from
the Majority Lenders to the retiring Agent. As from this date, the retiring Agent




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shall be
discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 33.12(d)) but
shall remain entitled to the benefit of clause 14.3 (Indemnity to the Agent, Security Agent, ECA Agent, K-sure and KEXIM)
and this clause 33 (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.


 


		(g)	The Agent shall resign in accordance with paragraph 33.12(b) above (and, to the extent applicable,
shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph 33.12(c) above) if on or after the date which
is three 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 12.5 (FATCA Information) and a Borrower
or 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 12.5 (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 Borrowers 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;



 


and (in each case) a Borrower
or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent
were a FATCA Exempt Party, and a Borrower or that Lender, by notice to the Agent, requires it to resign.


 


	33.13		Replacement of the Agent



 


		(a)	After consultation with the Borrowers, the Majority Lenders may, by giving 30 days’ notice to the
Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace
the Agent by appointing a successor Agent.



 


		(b)	The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense
of the Lenders) 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.



 


		(c)	The appointment of the successor Agent shall take effect on the date specified in the notice from
the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents (other than its obligations under clause 33.13(b)) (and any agency fees for the account of
the retiring Agent shall cease to accrue from (and shall be payable on) that date).



 


		(d)	Any successor Agent 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.



 


	33.14		Confidentiality



 


		(a)	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its department,
division or team directly responsible for the management of the Finance Documents which shall be treated as a separate entity from
any other of its divisions, departments or teams.




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		(b)	If information is received by another division or department of the Agent, it may be treated as
confidential to that division or department and the Agent shall not be deemed to have notice of it.



 


		(c)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent
nor any Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the
disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.



 


	33.15		Relationship with the Lenders



 


		(a)	Subject to clause 31.8 (Pro rata interest settlement) the Agent may treat the person shown
in its records as each 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 a 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,



 


unless it has received not less
than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.


 


		(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 or (as the case may be) under the Finance Documents. Such notice
shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under
clause 38.5 (Electronic communication)) 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, fax number, electronic mail address, department and officer
by that Lender for the purposes of clause 38.2 (Addresses) and clause 38.5 (Electronic communication) 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.



 


		(c)	Each Lender shall supply the Agent with any information that the Agent may reasonably specify as
being necessary or desirable to enable the Agent or the Security Agent to perform its functions as Agent or Security Agent.



 


		(d)	Each Lender shall deal with the Security Agent exclusively through the Agent and shall not deal
directly with the Security Agent.



 


	33.16		Credit appraisal by the Lenders



 


Without affecting the responsibility
of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to
each other Finance Party that it has been, and will continue to be, solely responsible for making its own independent appraisal
and investigation of all risks arising under or in connection with any Finance Document including but not limited to:


 


		(a)	the financial condition, status and nature of each Obligor and other Group Member;



 


		(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document , any
Charter Document or any Building Contract Document or any K-sure Insurance Policy or the KEXIM Guarantee and any other agreement,
arrangement or document




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entered
into, made or executed in anticipation of, under or in connection with any Finance Document, any Charter Document or any Building
Contract Document or any K-sure Insurance Policy or the KEXIM Guarantee;


 


		(c)	the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated
by the Finance Documents or any K-sure Insurance Policy or the KEXIM Guarantee;



 


		(d)	whether any Finance Party 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 or any K-sure Insurance Policy or the KEXIM
Guarantee, 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 or the Charged Property;



 


		(e)	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, any Charter Document or any Building Contract Document
or any K-sure Insurance Policy or the KEXIM Guarantee, 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, any
Charter Document or any Building Contract Document or any K-sure Insurance Policy or the KEXIM Guarantee; and



 


		(f)	the right or title of any person in or to, or the value or sufficiency of, any part of the Charged
Property, the priority of the Security Documents or the existence of any Security Interest affecting the Charged Property.



 


	33.17		Agent’s management time and additional remuneration



 


		(a)	Any amount payable to the Agent under clause 14.3 (Indemnity to the Agent, Security Agent, ECA
Agent, K-sure and KEXIM), clause 16 (Costs and expenses) and clause 33.11 (Lenders’ indemnity to the Agent) (and
in the case of the Security Agent, as extended to it by virtue of clause 33.21 (Application of certain clauses to Security
Agent)) shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis
of such reasonable daily or hourly rates as the Agent may notify to the Borrowers and the Lenders, and is in addition to any fee
paid or payable to the Agent under clause 11 (Fees).



 


		(b)	Without prejudice to clause (a), in the event of:



 


		(i)	a Default;



 


		(ii)	the Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Agent
and the Borrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Agent under the Finance
Documents; or



 


		(iii)	the Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,



 


the Borrowers shall pay to the
Agent any additional remuneration that may be agreed between them or determined pursuant to clause 33.17(c).


 


		(c)	If the Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional
remuneration referred to in clause 33.17(b) or whether additional remuneration is appropriate in the circumstances, any dispute
shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent and approved by
the Borrowers or, failing approval, nominated (on the application of the Agent) by the President for the time being of the Law
Society of England and Wales (the costs of the




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nomination
and of the investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding
upon the Parties.


 


	33.18		Deduction from amounts payable by the Agent



 


If any Party owes an amount
to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that
amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply
the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be
regarded as having received any amount so deducted.


 


	33.19		Common parties



 


Although the Agent and the Security
Agent may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party)
in its separate capacities as agent for the Finance Parties and (as appropriate) security agent and trustee for the Finance Parties.
Where any Finance Document provides for the Agent or Security Agent to communicate with or provide instructions to the other, while
they are the same entity, such communication or instructions will not be necessary.


 


	33.20		Security Agent



 


		(a)	Each other Finance Party appoints the Security Agent to act as its agent and (to the extent permitted
under any applicable law) trustee under and in connection with the Security Documents and confirms that the Security Agent shall
have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to
the beneficiaries of those Security Documents.



 


		(b)	Each other Finance Party authorises the Security Agent:



 


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



 


		(ii)	to execute each of the Security Documents and all other documents that may be approved by the Agent
and/or the Majority Lenders for execution by it.



 


		(c)	The Security Agent accepts its appointment under this clause 33.20 (Security Agent) as trustee
of the Trust Property with effect from the date of this Agreement and declares that it holds the Trust Property on trust for itself,
the other Finance Parties (for so long as they are Finance Parties) on and subject to the terms set out in clauses 33.20 - 33.32
(Indemnity from Trust Property) (inclusive) and the Security Documents to which it is a party.



 


	33.21		Application of certain clauses to Security Agent



 


		(a)	Clauses 33.7 (Rights and discretions of the Agent), 33.8 (Responsibility for documentation
and other matters), 33.9 (No duty to monitor), 33.10 (Exclusion of liability), 33.11 (Lenders’ indemnity to
the Agent), 33.12 (Resignation of the Agent), 33.13 (Replacement of the Agent), 33.14 (Confidentiality),
33.15 (Relationship with the Lenders), 33.16 (Credit appraisal by the Lenders), 33.17 (Agent’s management time
and additional remuneration) and 33.18 (Deduction from amounts payable by the Agent) shall each extend so as to apply
to the Security Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall
extend to include in addition a reference to the “Security Agent” in its capacity as such and, in clause 33.7 (Rights
and discretions of the Agent), references to the Lenders and a group of Lenders shall refer to the Agent.




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		(b)	In addition, clause 33.12 (Resignation of the Agent) and clause 33.13 (Replacement of
the Agent) shall, for the purposes of its application to the Security Agent pursuant to clause 33.21(a), have the following
additional sub-clause inserted after them:



 


“At any time after the
appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required
by its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the
retiring Security Agent pursuant to the Security Documents and which shall not have vested in its successor by operation of law.
All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the Borrowers (except where the
Security Agent is retiring under clause 33.12(a) as extended to it by clause 33.21(a), in which case such costs shall be borne
by the Lenders (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of
the Total Commitments immediately prior to their reduction to zero)).”.


 


		(c)	Clause 33.7(e) shall, for the purposes of its application to the Security Agent pursuant to clause
33.21(a), read as follows:



 


“The Security Agent may,
at the cost of the Borrowers, rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional
advisers or experts (whether obtained by the Security Agent or by any other Party), whether or not liability thereunder is limited
by reference to monetary cap or otherwise, 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.”.


 


		(d)	Clause 33.10 (Exclusion of liability) shall, for the purposes of its application to the
Security Agent pursuant to clause 33.21(a), include the following after sub clause 33.10(a)(iii)(B):



 


		“(C)	any shortfall which arises on the enforcement or realisation of the Security Interests created
by the Finance Documents.”.



 


		(e)	Clause 33.14 (Confidentiality) shall, for the purposes of its application to the Security
Agent pursuant to clause 33.21(a), be read and construed as to refer to “its agency and trust department” instead of
“its department, division or team directly responsible for the management of the Finance Documents”.



 


		(f)	Without prejudice to the generality of any other provision of this Agreement or any other Security
Document, the entry into possession of the Charged Property shall not render the Security Agent or any Receiver or any Delegate
liable to account as mortgagee in possession thereunder (or its equivalent in any other applicable jurisdiction) or take any action
which would expose it to any liability in respect of Environmental Claims in respect of which it has not been indemnified and/or
secured and/or pre-funded to its satisfaction or to be liable for any loss on realisation or for any default or omission on realisation
or for any default or omission for which a mortgagee in possession might be liable unless such loss, default or omission is caused
by its own gross negligence or wilful default.



 


		(g)	The Security Agent shall not be bound to take any steps to ascertain whether any event, condition
or act, the happening of which would cause a right or remedy to become exercisable by the Security Agent or any agent under this
Agreement or the other Security Documents has happened or to monitor or supervise the observance and performance by the Borrowers,
any agent or any of the other parties thereto of their respective obligations thereunder and, until it shall have actual knowledge
or express notice to the contrary, the Security Agent shall be entitled to assume that no such event, condition or act has happened
and that the Borrowers, the agents and the other parties thereto are observing and performing all their respective obligations
thereunder.




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	33.22		Instructions to Security Agent



 


		(a)	The Security 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 Security Agent in accordance with any written instructions given to it
by the Agent; and



 


		(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with
paragraph (i) above even though it may subsequently be found that there was a defect on the giving of such instruction.



 


		(b)	The Security Agent shall be entitled (but not obliged) to request instructions, or clarification
of any instruction, from the Agent as to whether, and in what manner, it should exercise or refrain from exercising any right,
power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or
that clarification.



 


		(c)	Unless a contrary indication appears in a Finance Document, any instructions given to the Security
Agent by the Agent shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.



 


		(d)	The Security Agent may refrain from acting in accordance with any instructions of the Agent until
it has received any indemnification and/or security and/or pre-funding that it may require (which may include payment in advance)
for any cost, loss or liability (together with any associated VAT or other applicable tax) which it may incur in complying with
those instructions.



 


		(e)	For the avoidance of doubt, no provision of this Agreement shall require the Security Agent to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
and/or security and/or prefunding against such risk or liability is not assured to it.



 


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



 


		(g)	The Security 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 clause (g) 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 Security Documents.



 


		(h)	The Security Agent shall have no responsibility whatsoever to the Borrowers, the Agent, or any
Finance Party as regards any deficiency which might arise because the Security Agent is subject to any Tax in respect of all or
any of the Charged Property, the income therefrom or the proceeds thereof.



 


		(i)	Until the delivery of an enforcement notice pursuant to clause 30.23 (Acceleration), the
moneys standing to the credit of any accounts comprised in the Security Documents shall be dealt with in accordance with the provisions
of this Agreement and the Security Documents and the Security Agent shall not be responsible in such circumstances or at any other
time for any liabilities (howsoever described) suffered by any person, whether by reason of depreciation in value or by fluctuation
in exchange rates or otherwise.



 


	33.23		Security Agent’s actions



 


Without prejudice to the provisions
of clause 33.22 (Instructions to Security Agent) the Security Agent may (but shall not be obliged to), in the absence of
any instructions to the contrary, take



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such action
in the exercise of any of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate
and in the best interests of the Finance Parties.


 


	33.24		Order of application



 


		(a)	The Security Agent agrees to apply the Trust Property and each other beneficiary of the Security
Documents agrees to apply all moneys received by it in the exercise of its rights under the Security Documents (other than any
amounts received under a K-sure Insurance Policy, which are for the account of the K-sure Facility Lenders, or any amounts received
under the KEXIM Guarantee, which are for the account of the KEXIM Covered Facility Lenders, in each case, as specified therein)
in accordance with the following respective claims:



 


		(i)	first, as to a sum equivalent to the amounts due and payable (i) to the Security Agent under
the Finance Documents (excluding any amounts received by the Security Agent pursuant to clause 33.11 (Lenders’ indemnity to
the Agent) as extended to the Security Agent pursuant to clause 33.21 (Application of certain clauses to Security Agent)),
for the Security Agent absolutely and (ii) to the Agent under the Finance Documents (excluding any amounts received by the Agent
pursuant to clause 33.11 (Lenders’ indemnity to the Agent)) for the Agent absolutely;



 


		(ii)	secondly, as to a sum equivalent to the aggregate amount then due and owing to the other
Finance Parties under the Finance Documents, for those Finance Parties absolutely for application between them in accordance with
clause 36.5 (Partial payments);



 


		(iii)	thirdly, until such time as the Security Agent is satisfied that all obligations owed to
the Finance Parties have been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account
for payment of any further amounts owing to the Finance Parties under the Finance Documents and further application in accordance
with this clause 33.24(a) as and when any such amounts later fall due;



 


		(iv)	fourthly, to such other persons (if any) as are legally entitled thereto in priority to
the Obligors; and



 


		(v)	fifthly, as to the balance (if any), for the Obligors by or from whom or from whose assets
the relevant amounts were paid, received or recovered or other person entitled to them.



 


The foregoing shall be without
prejudice to any payment waterfall provisions set forth in a K-sure Insurance Policy in respect of the proceeds of such K-sure
Insurance Policy, which shall govern the payment by K-sure of the proceeds of that K-sure Insurance Policy and the sharing of such
proceeds by the K-sure Facility Lenders.


 


		(b)	The Security Agent and each other beneficiary of the Security Documents shall make each application
as soon as is practicable after the relevant moneys are received by, or otherwise become available to, it save that (without prejudice
to any other provision contained in any of the Security Documents) the Security Agent (acting on the instructions of the Agent),
any other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense
account for so long and in such manner as the Security Agent, such other beneficiary of the Security Documents or such receiver
or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to
prove for the whole of their respective claims against the Borrowers or any other person liable.



 


		(c)	The Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge
in respect of the amounts expressed to be due to the other Finance




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Parties
as referred to in this clause 33.24 by paying such amounts to the Agent for distribution in accordance with clause 36 (Payment
mechanics).


 


	33.25		Powers and duties of the Security Agent as trustee of the security



 


In its capacity as trustee in
relation to the Trust Property, the Security Agent:


 


		(a)	shall, without prejudice to any of the powers, discretions and immunities conferred upon trustees
by law (and to the extent not inconsistent with the provisions of this Agreement or any of the Security Documents), have all the
same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the
Security Agent by this Agreement and/or any Security Document but so that the Security Agent may only exercise such powers and
discretions to the extent that it is authorised to do so by the provisions of this Agreement;



 


		(b)	shall (subject to clause 33.24(a) (Order of application)) be entitled (in its own name or
in the names of nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence
of any enforcement of the security constituted by any Finance Document which, in the reasonable opinion of the Security Agent,
it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Security
Agent as the Security Agent may think fit without being under any duty to diversify the same and the Security Agent shall not be
responsible for any loss due to interest rate or exchange rate fluctuations except for any loss arising from the Security Agent’s
gross negligence or wilful default and shall not be liable to account for an amount of interest greater than the standard amount
that would be payable to an independent customer;



 


		(c)	may, in the conduct of its obligations under and in respect of the Security Documents, instead
of acting personally, employ and pay any agent (whether being a lawyer or any other person) to transact or concur in transacting
any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and payment
of money) or may delegate to any person on any terms (including the power to sub-delegate) and on the basis that (i) any such agent
or delegate engaged in any profession or business shall be entitled to be paid all usual professional and other charges for business
transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Security
Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent
or delegate if the Security Agent shall have exercised reasonable care in the selection of such agent;



 


		(d)	may place all deeds and other documents relating to the Trust Property which are from time to time
deposited with it pursuant to the Security Documents in any safe deposit, safe or receptacle selected by the Security Agent or
with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security
Agent and may make any such arrangements as it thinks fit for allowing Obligors access to, or its solicitors or auditors possession
of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection
with any such deposit, access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle
or firm of solicitors or company;



 


		(e)	may, unless and to the extent the express provisions of any Security Document provide otherwise,
do any act or thing in the exercise of any of its duties under the Finance Documents which in its absolute discretion (in the absence
of any instructions of the Agent as to the doing of such act or thing) it deems advisable for the protection and benefit of all
the Finance Parties;



 


		(f)	may, unless the express provisions of any such Security Document provide otherwise, if authorised
by the Agent following instructions of all the Lenders or the Majority Lenders (as the case may be) and, where applicable under
the terms of this Agreement, the ECAs, amend or vary the terms of or waive breaches of or defaults under, or otherwise




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excuse performance
of any provision of, or grant consents under any of the Security Documents to which it is a party, any such amendment, variation,
waiver or consent so authorised to be binding on all the parties hereto and that Security Agent to be under no liability whatsoever
in respect thereof;


 


		(g)	shall not be bound to disclose to any other person (including but not limited to any other Finance
Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion,
constitute a breach of any law or be a breach of fiduciary duty;



 


		(h)	shall have no responsibility to make any payment, deduction or withholding of any Tax or governmental
charge as a result of the Security Agent (i) holding the Security Interests created by the Finance Documents or (ii) enforcing
such Security Interests created by the Finance Documents;



 


		(i)	shall not have or be deemed to have any relationship of trust or agency with, any Obligor; and



 


		(j)	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) and the role and functions of the Security Agent
under this Agreement shall be purely mechanical and administrative in nature and, subject to the terms of this Agreement, acting
on the instructions of the Agent.



 


The rights, powers and discretions
conferred upon the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and
in addition to any which may be vested in the Security Agent by general law or otherwise.


 


Section 1 of the Trustee Act
2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are
any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of
this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the
provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.


 


	33.26		Insurance by Security Agent



 


Where the Security Agent is
named on any insurance policy (including the Insurances) as an insured party and/or loss payee, the Security Agent shall not be
responsible for any loss which may be suffered by reason of, directly or indirectly, its failure to notify the insurers of any
material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Agent shall have requested
it to do so in writing and the Security Agent shall have failed to do so within 14 days after receipt of that request. The Security
Agent shall have no obligation to, or any liability for any failure to, insure any of the Charged Property.


 


	33.27		Custodians and nominees



 


The Security Agent may (to the
extent legally permitted) appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of
the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document
relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense,
demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed
by it under this Agreement or be bound to supervise the proceedings or acts of any person if it has exercised reasonable care in
the selection of such person.



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	33.28		Acceptance of title



 


The Security Agent shall be
entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors have
to any of the Charged Property and shall not be liable for or bound to require any debtor to remedy any defect in its right or
title.


 


	33.29		Refrain from illegality



 


Notwithstanding anything to
the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion
will or may be contrary to any relevant law, directive or regulation of any applicable jurisdiction and the Security Agent may
do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


	33.30		All enforcement action through the Security Agent



 


		(a)	None of the other Finance Parties shall have any independent power to enforce any of those Security
Documents which are executed in favour of the Security Agent only, or to exercise any rights, discretions or powers or to grant
any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or
guarantees constituted by such Security Documents except through the Security Agent.



 


		(b)	None of the other Finance Parties shall have any independent power to enforce any of those Security
Documents which are executed in their favour or to exercise any rights, discretions or powers or to grant any consents or releases
under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by
such Security Documents except with the prior written consent of the Agent (acting through the Security Agent and on the instructions
of the Majority Lenders and, where applicable under the terms of this Agreement, the ECAs). If any Finance Party (other than the
Security Agent) is a party to any Security Document it shall promptly upon being requested by the Agent to do so grant a power
of attorney or other sufficient authority to the Security Agent to enable the Security Agent to exercise any rights, discretions
or powers or to grant any consents or releases under such Security Document.



 


	33.31		Co-operation to achieve agreed priorities of application



 


The other Finance Parties shall
co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising
the property and assets subject to the Security Documents and in ensuring that the net proceeds realised under the Security Documents
after deduction of the expenses of realisation are applied in accordance with clause 33.24(a) (Order of application).


 


	33.32		Indemnity from Trust Property



 


		(a)	In respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement,
the Security Agent and each Affiliate of the Security Agent and each officer or employee of the Security Agent or its Affiliate
(each a Relevant Person) shall be entitled to be indemnified out of the Trust Property in respect of all liabilities, damages,
costs, claims, charges or expenses whatsoever properly incurred or suffered by such Relevant Person:



 


		(i)	in the execution or exercise or bona fide purported execution or exercise of the trusts, rights,
powers, authorities, discretions and duties created or conferred by or pursuant to the Finance Documents;



 


		(ii)	as a result of any breach by an Obligor of any of its obligations under any Finance Document;




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		(iii)	in respect of any Environmental Claim made or asserted against a Relevant Person which would not
have arisen if the Finance Documents had not been executed; and



 


		(iv)	in respect of any matter or thing done or omitted in any way in accordance with the terms of the
Finance Documents relating to the Trust Property or the provisions of any of the Finance Documents.



 


		(b)	The rights conferred by this clause 33.32 are without prejudice to any right to indemnity by law
given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an
indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with
any of the Finance Documents or the performance of any duties under any of the Finance Documents. Nothing contained in this clause
33.32 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs, claims,
charges or expenses to the extent that the same arise from such person’s own gross negligence or wilful default.



 


	33.33		Finance Parties to provide information



 


The other Finance Parties shall
provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties
and obligations under the Security Documents and, in particular, with such necessary directions in writing so as to enable the
Security Agent to make the calculations and applications contemplated by clause 33.24(a) (Order of application) above and
to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the Security Documents,
clause 36.5 (Partial payments) and clause 33.24(a) (Order of application).


 


	33.34		No reliance on Security Agent



 


It is understood and agreed
by each Finance Party (other than the Security Agent) that it has itself been, and will continue to be, solely responsible for
making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs,
status and nature of each Obligor and each ECA and, accordingly, the Security Agent shall not have any liability or responsibility
for and each other Finance Party warrants to the Security Agent that it has not relied and will not hereafter rely on the Security
Agent:


 


		(a)	to check or enquire on its behalf into the adequacy, accuracy or completeness of any information
provided to it by any Obligor or any other person in connection with any of the Finance Documents, any K-sure Insurance Policy,
the KEXIM Guarantee, the Charged Property or the transactions therein contemplated (whether or not such information has been or
is hereafter circulated to such Finance Party by the Security Agent);



 


		(b)	to check or enquire on its behalf into the adequacy, accuracy or completeness of any communication
delivered to it under any of the Finance Documents, any K-sure Insurance Policy, the KEXIM Guarantee, the Charged Property, any
legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or made or required to be delivered
or made at any time in connection with any of the Finance Documents, any K-sure Insurance Policy, the KEXIM Guarantee, the Charged
Property, any security to be constituted thereby or any other report or other document, statement or information circulated, delivered
or made, whether orally or otherwise and whether before, on or after the date of this Agreement;



 


		(c)	to check or enquire on its behalf into the due execution, delivery, validity, legality, perfection,
adequacy, suitability, performance, enforceability or admissibility in evidence of any of the Finance Documents, any K-sure Insurance
Policy, the KEXIM Guarantee, the Charged Property or any other document referred to in paragraph (b) above or of any guarantee,
indemnity or security given or created thereby or any obligations imposed thereby or assumed thereunder;




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		(d)	to check or enquire on its behalf into the ownership, value, existence or sufficiency of any Charged
Property, the priority of any of the Security Interests or the registration thereof, the right or title of any person in or to
any property comprised therein or the existence of any encumbrance affecting the same; or



 


		(e)	to assess or keep under review on its behalf the identity, financial condition, creditworthiness,
condition, affairs, status or nature of any Obligor or other Group Member or K-sure or KEXIM.



 


	33.35		Release to facilitate enforcement and realisation



 


Each Finance Party acknowledges
that pursuant to any enforcement action by the Security Agent (or a Receiver) carried out on the instructions of the Agent it may
be desirable for the purpose of such enforcement and/or maximising the realisation of the Charged Property being enforced against,
that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any Finance Parties against
any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance
Document, other than such rights or claims or security being enforced, be released in order to facilitate such enforcement action
and/or realisation and, notwithstanding any other provision of the Finance Documents, each Finance Party hereby irrevocably authorises
the Security Agent (acting on the instructions of the Agent and the ECAs) to grant any such releases (and the Security
Agent will notify the Lenders and the ECAs through the Agent as soon as reasonably practicable of such release) to the extent necessary
to fully effect such enforcement action and realisation including, without limitation, to the extent necessary for such purposes
to execute release documents in the name of and on behalf of the Finance Parties. Where the relevant enforcement is by way of disposal
of shares in an Obligor, the requisite release shall include releases of all claims (including under guarantees) of the Finance
Parties and/or the Security Agent against such Obligor and of all Security Interests over the assets of such Obligor.


 


	33.36		Undertaking to pay



 


Each Obligor which is a Party
undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security
Agent all money from time to time owing, and discharge all other obligations from time to time incurred, by it under or in connection
with the Finance Documents.


 


	33.37		Additional trustees



 


The Security Agent shall have
power by notice in writing to the other Finance Parties and the Borrowers to appoint any person either to act as separate trustee
or as co-trustee jointly with the Security Agent:


 


		(a)	if the Security Agent reasonably considers such appointment to be in the best interests of the
Finance Parties;



 


		(b)	for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction
in which any particular act is to be performed; or



 


		(c)	for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction
against any person of a judgment already obtained,



 


and any person so appointed
shall (subject to the provisions of this Agreement) have such rights (including as to reasonable remuneration), powers, duties
and obligations as shall be conferred or imposed by the instrument of appointment. The Security Agent shall have power to remove
any person so appointed. At the request of the Security Agent, the other parties to this Agreement shall forthwith execute all
such documents and do all such things as may be required to perfect such appointment or removal and each such party irrevocably
authorises the Security Agent in its name and on its behalf to do the same. Such a person shall accede to this Agreement as a Security
Agent to the extent necessary to carry out their role on terms satisfactory to the Security Agent and (subject always to the provisions
of this Agreement) have



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such trusts,
powers, authorities, liabilities and discretions (not exceeding those conferred on the Security Agent by this Agreement and the
other Finance Documents) and such duties and obligations as shall be conferred or imposed by the instrument of appointment (being
no less onerous than would have applied to the Security Agent but for the appointment). The Security Agent shall not be bound to
supervise, or be responsible for any loss incurred by reason of any act or omission of, any such person if the Security Agent shall
have exercised reasonable care in the selection of such person.


 


	33.38		Non-recognition of trust



 


It is agreed by all the parties
to this Agreement that:


 


		(a)	in relation to any jurisdiction the courts of which would not recognise or give effect to the trusts
expressed to be constituted by this clause 33, the relationship of the Security Agent and the other Finance Parties shall be construed
as one of principal and agent, but to the extent permissible under the laws of such jurisdiction, all the other provisions of this
Agreement shall have full force and effect between the parties to this Agreement; and



 


		(b)	the provisions of this clause 33 insofar as they relate to the Security Agent in its capacity as
trustee for the Finance Parties and the relationship between themselves and the Security Agent as their trustee may be amended
by agreement between the other Finance Parties and the Security Agent. The Security Agent may amend all documents necessary to
effect the alteration of the relationship between the Security Agent and the other Finance Parties and each such other party irrevocably
authorises the Security Agent in its name and on its behalf to execute all documents necessary to effect such amendments.



 


	33.39		Security Agent’s Ongoing Fees



 


		(a)	The Borrowers shall pay to the Agent and the Security Agent certain fees in accordance with 11
(Fees).



 


		(b)	If:



 


		(i)	a Default has occurred; or



 


		(ii)	the Security Agent considers it expedient and/or necessary or is requested by the Borrowers or
any Finance Party or group of Finance Parties to undertake duties which the Security Agent considers to be of an exceptional nature
and/or outside the scope of the normal duties of the Security Agent under the Finance Documents (which for the avoidance of doubt
shall include any amendments to the Finance Documents and the time incurred in relation thereto),



 


the Borrowers shall pay to the
Security Agent any additional reasonable remuneration (together with any applicable taxes thereon) which shall be calculated by
reference to its hourly rates in force from time to time.


 


	33.40		Interest on Demand



 


If the Borrowers fail to pay
any amount payable by them to the Security Agent under this Agreement on its due date, interest shall accrue on the overdue amount
(and be compounded with it) from the due date up to the date of actual payment (both before and after judgment and to the extent
interest at a default rate is not otherwise being paid on such sum) at the rate which is two per cent. (2%) per annum over the
rate at which the Security Agent was being offered, by prime banks in the London interbank market, deposits in an amount comparable
to the unpaid amounts in the currencies of those amounts for such period(s) as the Security Agent may from time to time select.



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	33.41		Release of Security



 


If all of the amounts owing
under the Finance Documents and all other obligations the discharge of which is secured by any of the Security Documents have been
fully and finally discharged and none of the Finance Parties or an ECA is under any commitment, obligation or liability (whether
actual or contingent) to make advances or provide other financial accommodation to the Borrowers under or pursuant to this Agreement
or any other Finance Document, the trusts herein set out shall be wound up and the Security Agent shall, at the request and cost
of the Borrowers and acting on the instructions of the Agent, release, without recourse or warranty, all of the security then held
by it, whereupon the Security Agent, the Agent, the Lenders and the Obligors shall be released from their obligations hereunder
(save for those which arose prior to such winding up).


 


	33.42		Role of the ECA Agent



 


		(a)	Each of the K-sure Facility Lenders, the KEXIM Covered Facility Lenders, the Security Agent and
the Agent appoints the ECA Agent to act as its Agent for the purposes of dealing with K-sure in respect of the K-sure Insurance
Policies and KEXIM in respect of the KEXIM Guarantee and the ECA Agent accepts the appointment on and subject to the terms of this
clause 33.42



 


		(b)	The ECA Agent’s duties under the Finance Documents are solely mechanical and administrative in
nature.



 


		(c)	The ECA Agent shall promptly forward to the Agent the original or a copy of any document which
is delivered to the ECA Agent for another Party and shall promptly forward to K-sure (in accordance with the provision of the K-sure
Insurance Policies) and to KEXIM (in accordance with the provisions of the KEXIM Guarantee) the original or a copy of any document
which is delivered to the ECA Agent by any other Party.



 


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



 


		(e)	Clauses 33.7(f), 33.7(g) and 33.7(h) (Rights and discretions of the Agent), 33.8 (Responsibility
for documentation and other matters), clause 33.9 (No duty to monitor), 33.10 (Exclusion of liability), 33.12
(Resignation of the Agent), 33.14 (Confidentiality), 33.15 (Relationship with the Lenders), 33.16 (Credit
appraisal by the Lenders) and 33.18 (Deduction from amounts payable by the Agent) shall each extend so as to apply to
the ECA Agent in its capacity as such and for that purpose each reference to the “Agent” in these clauses shall extend
to include in addition a reference to the “ECA Agent” in its capacity as such, provided, that any change, substitution
or resignation of the ECA Agent shall be subject to any consent requirement pursuant to the K-sure Insurance Policies or the KEXIM
Guarantee.



 


		(f)	All communications between (i) the Finance Parties on the one hand and (ii) K-sure and/or KEXIM
(in its capacity as provider of the KEXIM Guarantee) on the other hand, shall be carried out exclusively through the ECA Agent
and/or the Security Agent.



 


		(g)	Each Lender shall deal with the ECA Agent exclusively through the Agent and shall not deal directly
with the ECA Agent.



 


	33.43		K-sure Insurance Policies



 


Each K-sure Facility Lender
represents and warrants to the ECA Agent that, with effect from the date it receives each K-sure Insurance Policy, (i) it has reviewed
the K-sure Insurance Policy and is aware of the provisions thereof, (ii) any representations and warranties made by the ECA Agent
on behalf of each K-sure Facility Lender under the K-sure Insurance Policy are true and correct with respect to such K-sure Facility
Lender in all respects, and (iii) no information provided by such K-sure Facility Lender in writing to the ECA Agent or to K-sure
prior to the



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date hereof
was incomplete, untrue or incorrect in any respect except to the extent that such K-sure Facility Lender, in the exercise of reasonable
care and due diligence prior to the giving of the information, could not have discovered the error or omission. Each K-sure Facility
Lender represents and warrants to the ECA Agent that it has not taken (or failed to take), and agrees with the ECA Agent that it
shall not take (or fail to take), any action that would result in the ECA Agent being in breach of any of its obligations in its
capacity as ECA Agent under the K-sure Insurance Policies or the Finance Documents, or result in any of K-sure Facility Lenders
being in breach of any of their respective obligations as insured parties, under a K-sure Insurance Policy, or which would otherwise
prejudice the ECA Agent’s ability to make a claim on behalf of the K-sure Facility Lenders under a K-sure Insurance Policy.


 


	33.44		KEXIM Guarantee



 


Each KEXIM Covered Facility
Lender represents and warrants to the ECA Agent that:


 


		(a)	no information provided by it in writing to the ECA Agent or to KEXIM (in its capacity as provider
of the KEXIM Guarantee) prior to the date of this Agreement was untrue or incorrect in any material respect except to the extent
that it, in the exercise of reasonable care and due diligence prior to giving such information, could not have discovered the error
or omission;



 


		(b)	it has not taken (or failed to take), and agrees that it shall not take (or fail to take), any
action that would result in the ECA Agent being in breach of any of its obligations in its capacity as ECA Agent under the KEXIM
Guarantee or any of the Finance Documents, or result in the KEXIM Covered Facility Lenders being in breach of any of their respective
obligations as insured parties under the KEXIM Guarantee, or which would otherwise prejudice the ECA Agent’s ability to make a
claim on behalf of the KEXIM Covered Facility Lenders under the KEXIM Guarantee;



 


		(c)	it has reviewed the KEXIM Guarantee and is aware of its provisions; and



 


		(d)	the representations and warranties made by the ECA Agent on its behalf under the KEXIM Guarantee
are true and correct with respect to it in all respects.



 


Each KEXIM
Covered Facility Lender acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever
under or in connection with the KEXIM Guarantee except through the ECA Agent and/or the Security Agent and that all of the rights
of the KEXIM Covered Facility Lenders under the KEXIM Guarantee shall only be exercised by the ECA Agent and/or the Security Agent.


 


	33.45		ECA Agent actions



 


The ECA Agent agrees to take
such actions under the K-sure Insurance Policies (including with respect to any amendment, modification or supplement to a K-sure
Insurance Policy) as may be directed on the unanimous instructions of the K-sure Facility Lenders from time to time; provided that,
anything herein or in a K-sure Insurance Policy to the contrary notwithstanding, the ECA Agent shall not be obliged to take any
such action or to expend or risk its own funds or otherwise incur any liability in the performance of any of its duties or the
exercise of any of its rights or powers hereunder or thereunder if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it or if such action would be contrary
to applicable law.


 


	34		Conduct of business by the Finance Parties



 


	34.1		Finance Parties tax affairs



 


No provision of this Agreement
will:


 


		(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
manner it thinks fit;




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		(b)	oblige any Finance Party 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 to disclose any information relating to its affairs (tax or otherwise)
or any computations in respect of Tax.



 


	34.2		Finance Parties acting together



 


Notwithstanding clause 2.5 (Finance
Parties’ rights and obligations), if the Agent makes a declaration under clause 30.23 (Acceleration) the Agent shall,
in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations with the
Borrowers and any Group Members and generally administer the Facility in accordance with the wishes of the Majority Lenders. All
the Finance Parties shall be bound by the provisions of this clause and no Finance Party shall be entitled to take action
independently against any Obligor or any of its assets without the prior consent of the Majority Lenders.


 


This clause shall not override
clause 33 (Roles of Agent, Security Agent, ECA Agent and Arrangers) as it applies to the Security Agent.


 


	34.3		Majority Lenders



 


Where any Finance Document provides
for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority
Lenders or for any action to be taken on the instructions of the Majority Lenders (a majority decision), such majority decision
shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders
shall have received prior notice of the matter on which such majority decision is required and the relevant majority of Lenders
shall have given or issued such majority decision. However (as between any Obligor and the Finance Parties) the relevant Obligor
shall be entitled (and bound) to assume that such notice shall have been duly received by each Lender and that the relevant majority
shall have been obtained to constitute Majority Lenders when notified to this effect by the Agent whether or not this is the case.


 


	34.4		Conflicts



 


		(a)	Each Borrower acknowledges that any Arranger and its parent undertaking, subsidiary undertakings
and fellow subsidiary undertakings (together an Arranger Group) may be providing debt finance, equity capital or other services
(including financial advisory services) to other persons with which the Borrowers may have conflicting interests in respect of
the Facility or otherwise.



 


		(b)	No member of an Arranger Group shall use confidential information gained from any Obligor by virtue
of the Facility or its relationships with any Obligor in connection with their performance of services for other persons. This
shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents.
The Borrowers also acknowledge that no member of an Arranger Group has any obligation to use or furnish to any Obligor information
obtained from other persons for their benefit.



 


		(c)	The terms parent undertaking, subsidiary undertaking and fellow subsidiary undertaking
when used in this clause have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.



 


	34.5		Conflict and ECA override



 


Without limiting in any manner
the rights of the Lenders under the Facilities (other than the K-sure Facility and the KEXIM Covered Facility), and subject and
without prejudice to any amendments, consents or waivers as may be given, consented or agreed to by the Agent which is contrary
to or inconsistent with any vote exercised by the K-sure Lenders (acting on the



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instructions
of K-sure) and/or the KEXIM Covered Facility Lenders (acting on the instructions of KEXIM (in their capacity as provider of the
KEXIM Guarantee));


 


		(a)	in case of any conflict between the Finance Documents and the K-sure Insurance Policy, the K-sure
Insurance Policy shall, as between the K-sure Lenders and K-sure, prevail, and to the extent of such conflict or inconsistency,
none of the K-sure Lenders or the ECA Agent shall assert to K-sure, the terms of the relevant Finance Documents;



 


		(b)	in case of any conflict between the Finance Documents and the KEXIM Guarantee, the KEXIM Guarantee
shall, as between the KEXIM Covered Facility Lenders and KEXIM, prevail, and to the extent of such conflict or inconsistency, none
of the KEXIM Covered Facility Lenders or the ECA Agent shall assert to KEXIM, the terms of the relevant Finance Documents;



 


		(c)	nothing in this Agreement or any Finance Document shall permit or oblige any K-sure Lender or the
ECA Agent to act (or omit to act) in a manner that is inconsistent with any requirement of K-sure under or in connection with a
K-sure Insurance Policy; and



 


		(d)	nothing in this Agreement or any Finance Document shall permit or oblige any KEXIM Covered Facility
Lender or the ECA Agent to act (or omit to act) in a manner that is inconsistent with any requirement of KEXIM under or in connection
with the KEXIM Guarantee.



 


	34.6		Prior consultation with the ECAs



 


		(a)	The Borrowers acknowledge that the Agent may, under the terms of this Agreement, a K-sure Insurance
Policy or the KEXIM Guarantee, be required:



 


		(i)	to consult with the ECA Agent (who shall in turn consult with any of the ECAs), prior to the exercise
of decisions under the Finance Documents (including the exercise of such voting rights in relation to any substantial amendment
to any Finance Document); and



 


		(ii)	to follow certain instructions given by the ECA Agent (acting on the instructions of any of the
ECAs), subject to clauses 34.2 (Finance Parties acting together) and 34.3 (Majority Lenders).



 


		(b)	Each Finance Party will be deemed to have acted reasonably if it has acted on the instructions
of the Agent (given by the ECA Agent (acting on the instructions of the ECAs)) to the Agent in accordance with the terms of the
K-sure Insurance Policies and/or (as the case may be) the KEXIM Guarantee) in the making of any such decision or the taking or
refraining from taking any action under any Finance Document to which it is a party.



 


	35		Sharing among the Finance Parties



 


	35.1		Payments to Finance Parties



 


If a Finance Party (a Recovering
Finance Party) receives or recovers any amount from an Obligor other than in accordance with clause 36 (Payment mechanics)
(a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:


 


		(a)	the Recovering Finance Party shall, within three 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 36 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to
the receipt, recovery or distribution; and




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		(c)	the Recovering Finance Party shall, within three 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 36.5 (Partial payments),



 


but taking into account, for
the avoidance of doubt, that (i) any amounts paid under a K-sure Insurance Policy are for the account of the K-sure Facility Lenders
as specified in that K-sure Insurance Policy and (ii) any amounts paid under the KEXIM Guarantee are for the account of the KEXIM
Covered Facility Lenders as specified in the KEXIM Guarantee.


 


	35.2		Redistribution of payments



 


The Agent shall treat the Sharing
Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering
Finance Party) (the Sharing Finance Parties) in accordance with clause 36.5 (Partial payments) towards the obligations
of that Obligor to the Sharing Finance Parties.


 


	35.3		Recovering Finance Party’s rights



 


On a distribution by the Agent
under clause 35.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor (but
not from an ECA), as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to
the Sharing Payment will be treated as not having been paid by that Obligor to that Recovering Finance Party.


 


	35.4		Reversal of redistribution



 


If any part of the Sharing Payment
received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:


 


		(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.



 


	35.5		Exceptions



 


		(a)	This clause 35 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 in accordance with
the terms of this Agreement, 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.



 




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	36		Payment mechanics



 


	36.1		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 (or, in relation to euro, in a principal financial centre in a Participating Member State or London, as specified by the
Agent) and with such bank as the Agent specifies.



 


	36.2		Distributions by the Agent



 


Each payment received by the
Agent under the Finance Documents for another Party shall, subject to clause 36.3 (Distributions to an Obligor) and clause
36.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled
to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such
account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in
the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a
Participating Member State or London, as specified by that Party).


 


	36.3		Distributions to an Obligor



 


The Agent may (with the consent
of the Obligor or in accordance with clause 37 (Set-off)) apply any amount received by it for that Obligor in or towards
payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents
or in or towards purchase of any amount of any currency to be so applied.


 


	36.4		Clawback and pre-funding



 


		(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)	Unless clause 36.4(c) applies, 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.



 


		(c)	If the Agent has notified the Lenders that, pursuant to the Borrowers’ request, it is willing
to make available amounts for the account of a Borrower before receiving funds from the Lenders, and such Lenders and the Borrowers
agree, then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a
Lender in respect of a sum which it paid to a Borrower:



 


		(i)	the Borrower shall on demand refund it to the Agent; and



 


		(ii)	the Lender by whom those funds should have been made available or, if that Lender fails to do so,
the Borrowers, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any
funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.




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	36.5		Partial payments



 


		(a)	If the Agent receives a payment for application against amounts in respect of any Finance Documents
(other than, for the avoidance of doubt, payments under a K-sure Insurance Policy which are for the account of K-sure Facility
Lenders or payments under a KEXIM Guarantee which are for the account of KEXIM Covered Facility Lenders, in each case, as specified
therein) that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the
Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:



 


		(i)	first, in or towards payment pro rata of any unpaid amount owing to the Agent, the Security
Agent or the Arrangers under those Finance Documents;



 


		(ii)	secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders
under clause 33.11 (Lenders’ indemnity to the Agent) including any amount resulting from the indemnity to the Security
Agent under clause 33.21(a) (Application of certain clauses to Security Agent);



 


		(iii)	thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee or commission
due but unpaid under those Finance Documents;



 


		(iv)	fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid
to the Lenders under those Finance Documents; and



 


		(v)	fifthly, in or towards payment pro rata of any other sum due but unpaid to the Finance Parties
under the Finance Documents.



 


		(b)	The Agent shall, if so directed by all the Lenders and the ECAs, vary the order set out in paragraphs
(iii) to (vi) of clause 36.5(a).



 


		(c)	The foregoing shall be without prejudice to any payment waterfall provisions set forth in any K-sure
Insurance Policy in respect of the proceeds of that K-sure Insurance Policy, which shall govern the payment by K-sure of the proceeds
of that K-sure Insurance Policy and the sharing of such proceeds by the K-sure Facility Lenders.



 


		(d)	Clauses 36.5(a), 36.5(b) and 36.5(c) above will override any appropriation made by an Obligor.



 


	36.6		No set-off by Obligors



 


All payments to be made by an
Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or
counterclaim.


 


	36.7		Business Days



 


		(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next
Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).



 


		(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


	36.8		Payments on demand



 


For the purposes of clause 30.1
(Non-payment) and subject to the Agent’s right to demand interest under clause 8.3 (Default interest), payments on
demand shall be treated as paid when due if paid within three Business Days of demand.



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	36.9		Currency of account



 


		(a)	Subject to clauses 36.9(b) to 36.9(c), dollars is the currency of account and payment for any sum
due from an Obligor under any Finance Document.



 


		(b)	A repayment of all or part of the Loan or an Unpaid Sum and each payment of interest shall be made
in dollars on its due date.



 


		(c)	Each payment in respect of the amount of any costs, expenses or Taxes or other losses shall be
made in dollars and, if they were incurred in a currency other than dollars, the amount payable under the Finance Documents shall
be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.



 


		(d)	All moneys received or held by the Security Agent or by a Receiver under a Security Document in
a currency other than dollars may be sold for dollars and the Obligor which executed that Security Document shall indemnify the
Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability
to that Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale.



 


	36.10		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 Borrowers); 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 Borrowers) specifies to be necessary, be amended to comply with any generally accepted
conventions and market practice in the Interbank Market and otherwise to reflect the change in currency.



 


	36.11		Disruption to Payment Systems etc.



 


If either the Agent determines
(in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrowers that a Payment Disruption
Event has occurred:


 


		(a)	the Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with
a view to agreeing with the Borrowers such changes to the operation or administration of the Facilities as the Agent may deem necessary
in the circumstances;



 


		(b)	the Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned
in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no
obligation to agree to such changes;



 


		(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph
(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;



 


		(d)	any such changes agreed upon by the Agent and the Borrowers shall (whether or not it is finally
determined that a Payment Disruption Event has occurred) be binding upon the




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Parties
as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause
42 (Amendments and grant of waivers);


 


		(e)	the Agent shall not be liable for any damages, costs or losses to any person, any diminution in
value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take,
any actions pursuant to or in connection with this clause 36.11; and



 


		(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 


	36.12		Impaired Agent



 


		(a)	If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required
to make a payment under the Finance Documents to the Agent in accordance with clause 36.1 (Payments to the Agent) may instead
either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable
Bank within the meaning of paragraph (a) of the definition of Acceptable Bank and in relation to which no Insolvency Event
has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for
the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments
must be made on the due date for payment under the Finance Documents.



 


		(b)	All interest accrued on the amount standing to the credit of the trust account shall be for the
benefit of the beneficiaries of that trust account pro rata to their respective entitlements.



 


		(c)	A Party which has made a payment in accordance with clause 36.1 (Payments to the Agent)
shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect
to the amounts standing to the credit of the trust account.



 


		(d)	Promptly upon the appointment of a successor Agent in accordance with clause 33.13 (Replacement
of the Agent), each Party which has made a payment to a trust account in accordance with clause 36.1 (Payments to the Agent)
shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any
accrued interest) to the successor Agent for distribution in accordance with clause 36.2 (Distributions by the Agent).



 


	37		Set-off



 


A Finance Party may set off
any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party)
against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or
currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation
at a market rate of exchange in its usual course of business for the purpose of the set-off. For the purpose of this clause the
term “Finance Party” includes each of the relevant Finance Party’s holding companies and subsidiaries and each
subsidiary of the relevant Finance Party’s holding companies (as defined in the Companies Act 2006).



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	38		Notices



 


	38.1		Communications in writing



 


Any communication to be made
under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or
letter.


 


	38.2		Addresses



 


The address, and fax number
(and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for
any communication or document to be made or delivered under or in connection with the Finance Documents is:


 


		(i)	in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The
original parties);



 


		(ii)	in the case of any Obligor which is not a Party, that identified in any Finance Document to which
it is a party;



 


		(iii)	in the case of the Security Agent, the Agent and any other original Finance Party that identified
with its name in Schedule 1 (The original parties); and



 


		(iv)	in the case of each Lender or other Finance Party, that notified in writing to the Agent on or
prior to the date on which it becomes a Party in the relevant capacity,



 


or, in each case, any substitute
address, fax number, or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to
the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.


 


	38.3		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 fax, when received in legible form; or



 


		(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after
being deposited in the post postage prepaid in an envelope addressed to it at that address;



 


and, if a particular department
or officer is specified as part of its address details provided under clause 38.2 (Addresses), if addressed to that department
or officer.


 


		(b)	Any communication or document to be made or delivered to the Agent or the Security Agent will be
effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention
of the department or officer identified in Schedule 1 (The original parties) (or any substitute department or officer
as the Agent or the Security Agent shall specify for this purpose).



 


		(c)	All notices from or to an Obligor shall be sent through the Agent.



 


		(d)	Any communication or document made or delivered to the Borrowers in accordance with this clause will
be deemed to have been made or delivered to each of the Obligors.



 


		(e)	Any communication or document which becomes effective, in accordance with clauses 38.3(a) to 38.3(d)
above, after 5:00pm in the place of receipt shall be deemed only to become effective on the following day.




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	38.4		Notification of address and fax number



 


The Agent
shall notify the other Parties on changing its address or fax number. All other Parties should notify promptly upon change of their
address or fax number pursuant to clause 38.2 (Addresses).


 


	38.5		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 Business Days’ notice.



 


		(b)	Any electronic communication made between those 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 or the Security Agent only
if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.



 


		(c)	Any electronic communication which becomes effective, in accordance with clause 38.5(b) above,
after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following day.



 


		(d)	In particular, the Obligors are aware and acknowledge that:



 


		(i)	the unencrypted information is transported over an open, publicly accessible network and can, in
principle, be viewed by others, thereby allowing conclusions to be drawn about a banking relationship;



 


		(ii)	the information can be changed and manipulated by a third party;



 


		(iii)	the sender’s identity (sender of any electronic communication) can be assumed or otherwise manipulated;



 


		(iv)	the exchange of information can be delayed or disrupted due to transmission errors, technical faults,
disruptions, malfunctions, illegal interventions, network overload, the malicious blocking of electronic access by third parties,
or other shortcomings on the part of the network provider. In certain situations, time-critical orders and instructions might not
be processed on time; and



 


		(v)	the Finance Parties assume no liability for any loss incurred as a result of manipulation of the
electronic address or content nor is it liable for any loss incurred by the Borrowers or any other Obligor due to interruptions
and delays in transmission caused by technical problems.



 


		(e)	The Finance Parties are entitled to assume that all the orders and instructions, and communications
in general, received from the Borrowers or any other Obligor or a third party are from an authorised individual, irrespective of
the existing signatory rights in accordance with the commercial register (or any other applicable equivalent document) or the specimen
signature provided to any Finance Party. The Obligors shall further procure that all third parties referred to herein agree with
the use of electronic communication and are aware of the above terms and conditions related to the use of electronic communication.




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	38.6		English language



 


		(a)	Any notice given under or in connection with any Finance Document shall be in English.



 


		(b)	All other documents provided under or in connection with any Finance Document shall be:



 


		(i)	in English; or



 


		(ii)	if not in English, and if so required by the Agent, accompanied by a certified English translation
and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.



 


	38.7		Communication with Agent when Agent is Impaired Agent



 


If the Agent is an Impaired
Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while
the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices
to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant parties
directly. This provision shall not operate after a replacement Agent has been appointed.


 


	39		Calculations and certificates



 


	39.1		Accounts



 


In any litigation or arbitration
proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie evidence of the matters to which they relate.


 


	39.2		Certificates and determinations



 


Any certification or determination
by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


 


	39.3		Day count convention



 


Any interest, commission or
fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Interbank Market differs, in accordance with that market practice.


 


	40		Partial invalidity



 


If, at any time, any provision
of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


	41		Remedies and waivers



 


No failure to exercise, nor
any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver
of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any of the
Finance Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of
any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in the Finance Documents are cumulative and not exclusive of any rights or remedies provided by law.



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	42		Amendments and grant of waivers



 


	42.1		Required consents



 


		(a)	Subject to clauses 42.2 (All Lender matters) and 42.3 (Other exceptions) and subject
always to the requirements of the K-sure Insurance Policies and the KEXIM Guarantee, any term of the Finance Documents may be amended
or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations
of the Agent or the Security Agent, the consent of the Agent or the Security Agent and, if it affects the rights and obligations
of an ECA, the consent of that ECA) and any such amendment or waiver agreed or given by the Agent will be binding on all the Finance
Parties.



 


		(b)	The Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect,
on behalf of any Finance Party, any amendment or waiver permitted by this clause 42.



 


		(c)	Without prejudice to the generality of sub-clauses 33.7(c), 33.7(d) and 33.7(e) of clause 33.7
(Rights and discretions of the Agent), the Agent may engage, pay for and rely on the services of lawyers in determining
the consent level required for and effecting any amendment, waiver or consent under this Agreement.



 


		(d)	Each Obligor agrees to any such amendment or waiver permitted by this clause 42 which is agreed
to by the Borrowers. This includes any amendment or waiver which would, but for this clause 42.1(d), require the consent of the
Parent.



 


	42.2		All Lender matters



 


		(a)	An amendment, waiver or discharge or release or a consent of, or in relation to, the terms of any
Finance Document that has the effect of changing or which relates to:



 


		(i)	the definition of “Change of Control” in clause 1.1 (Definitions);



 


		(ii)	the definition of “Majority Lenders” in clause 1.1 (Definitions);



 


		(iii)	the definition of “Last Availability Date” in clause 1.1 (Definitions);



 


		(iv)	an extension to the date of payment of any amount under the Finance Documents;



 


		(v)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees
or commission payable or the rate at which they are calculated;



 


		(vi)	an increase in, or extension of, any Commitment, Facility Commitment or the Total Commitments,
an extension of any period within which a Facility is available for Utilisation or any requirement that a cancellation of Commitments
reduces the Commitments of the Lenders and/or the Facility Commitments of the Lenders pro rata;



 


		(vii)	a change to any Borrower or any other Obligor;



 


		(viii)	any provision which expressly requires the consent or approval of all the Lenders;



 


		(ix)	clause 2.5 (Finance Parties’ rights and obligations), clause 7.11 (Mandatory prepayment and
cancellation following non-compliance with Sanctions), clause 18.32 (Sanctions), clause 21.11 (Sanctions), clause
31 (Changes to the Lenders), clause 35.1 (Payments to Finance Parties), this clause 42 (Amendments and grant of
waivers), clause 45 (Governing law) or clause 46.1 (Jurisdiction of English courts);




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		(x)	the order of distribution under clause 36.5 (Partial payments);



 


		(xi)	the order of distribution under clause 33.24 (Order of application);



 


		(xii)	the currency in which any amount is payable under any Finance Document;



 


		(xiii)	the nature or scope of the Charged Property or the manner in which the proceeds of enforcement
of the Security Documents are distributed;



 


		(xiv)	the nature or scope of the guarantee and indemnity granted under clause 17 (Guarantee and indemnity);
or



 


		(xv)	the circumstances in which the security constituted by the Security Documents (including the Guarantees)
are permitted or required to be released under any of the Finance Documents,



 


shall not be made, or given,
without the prior consent of all the Lenders and each ECA and must be in writing.


 


	42.3		Other exceptions



 


		(a)	Amendments to or waivers in respect of clause 7.7 (Termination of a K-sure Insurance Policy
or KEXIM Guarantee) may only be agreed with the consent of each of the K-sure Facility Lenders and the KEXIM Covered Facility
Lenders.



 


		(b)	An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent
or the Arrangers in their respective capacities as such (and not just as a Lender) may not be effected without the consent of the
Agent, the Security Agent or the Arrangers (as the case may be).



 


		(c)	Amendments to or waivers in respect of any Finance Document may only be agreed in writing.



 


		(d)	Notwithstanding clauses 42.1 (Required consents), 42.2(a) (All Lender matters) and
paragraphs (a) to (c) above (inclusive), the Agent may make technical amendments to the Finance Documents arising out of manifest
errors on the face of the Finance Documents, where such amendments would not prejudice or otherwise be adverse to the interests
of any Finance Party without any reference or consent of the Finance Parties.



 


	42.4		Disenfranchisement of Defaulting Lenders



 


		(a)	For so long as a Defaulting Lender has any Commitment, in ascertaining (i) the Majority Lenders
or (ii) whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments under the Facilities,
or the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or
other vote under the Finance Documents, that Defaulting Lender’s Commitment will be reduced by the amount of its Commitment and,
to the extent that the reduction results in that Defaulting Lender’s Commitments being zero and it has no participation in the
Loans, that Defaulting Lender shall be deemed not to be a Lender for the purposes paragraphs (i) and (ii) above.



 


		(b)	For the purposes of this clause 42.4, the Agent may assume that the following Lenders are Defaulting
Lenders:



 


		(i)	any Lender which has notified the Agent that it has become a Defaulting Lender; and




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		(ii)	any Lender in relation to which it is aware that any of the events or circumstances referred to
in paragraphs (a), (b) or (c) of the definition of Defaulting Lender has occurred, unless it has received notice to the
contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise
aware that the Lender has ceased to be a Defaulting Lender.



 


	42.5		Replacement of a Defaulting Lender



 


		(a)	The Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by
giving 10 Business Days’ prior written notice to the Agent and such Lender replace such Lender by requiring such Lender to (and,
to the extent permitted by law such Lender shall) transfer pursuant to clause 31 (Changes to the Lenders) all (and not part
only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other
entity (a Replacement Lender) selected by the Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable
to the Agent (acting reasonably) and which confirms its willingness to assume and does assume all the obligations or all the relevant
obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations
(as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer
equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest,
Break Costs and other amounts payable in relation thereto under the Finance Documents (or at any other purchase price approved
by all of the other Lenders who are not Defaulting Lenders at the time).



 


		(b)	Any transfer of rights and obligations of a Defaulting Lender pursuant to this clause shall be
subject to the following conditions:



 


		(i)	the Borrowers shall have no right to replace the Agent or the Security Agent or the ECA Agent;



 


		(ii)	neither the Agent nor the Defaulting Lender shall have any obligation to the Borrowers to find
a Replacement Lender;



 


		(iii)	the transfer must take place no later than 14 days after the notice referred to in clause 42.5(a)
above (or such other longer period as agreed by the Majority Lenders); and



 


		(iv)	in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender
any of the fees received by the Defaulting Lender pursuant to the Finance Documents.



 


	42.6		Excluded Commitments; “Snooze you lose”



 


If any Defaulting Lender fails
to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote
of Lenders under the terms of this Agreement within thirty (30) Business Days of that request being made (unless the Borrowers
and the Agent agree to a longer time period in relation to any request):


 


		(a)	its Commitments or its participation in the Loans shall not be included for the purpose of calculating
the Total Commitments or the amount of the Loans when ascertaining whether any relevant percentage (including, for the avoidance
of doubt, unanimity) of Total Commitments or the amount of the Loans 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.




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	42.7		Releases



 


Except with the approval of
all the Lenders and each ECA or for a release which is expressly permitted or required by the Finance Documents, the Agent shall
not have authority to authorise the Security Agent to release:


 


		(a)	any Charged Property from the security constituted by any Security Document; or



 


		(b)	any Obligor from any of its guarantee or other obligations under any Finance Document.



 


	43		Counterparts



 


Each Finance Document 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 the Finance Document.


 


	44		Confidentiality



 


	44.1		Confidential Information



 


Each Finance Party agrees to
keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause 44.2 (Disclosure
of Confidential Information) and clause 44.3 (Disclosure to numbering service providers), 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.


 


	44.2		Disclosure of Confidential Information



 


Any Finance Party may disclose
(without the consent of the Obligors) to (i) any of its Affiliates, employees (including service and settlement employees), to
the ECAs or any of their respective employees, officers, representatives or advisers and (ii) any other person:


 


		(a)	in the case of a Lender, to (or through) whom that Lender assigns (or may potentially assign) all
or any of its rights and obligations under the Finance Documents;



 


		(b)	in the case of a Lender, to whom or for whose benefit that Finance Party charges, assigns or otherwise
creates Security (or may do so) pursuant to clause 31.7 (Security over Lenders’ rights);



 


		(c)	in the case of a Lender, with (or through) whom that Lender enters into (or may potentially enter
into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Finance
Documents or any Obligor;



 


		(d)	to whom, and to the extent that, information is required to be disclosed by any applicable law
or regulation;



 


		(e)	in order to preserve or enforce any rights any Finance Party may have under the Security Documents;



 


		(f)	which is a rating agency (including its professional advisers) or such Finance Party’s professional
advisers (including auditors, lawyers, accountants, surveyors, valuers, insurers, insurance advisors and brokers);



 


		(g)	in the case of the Security Agent, in the course of the performance of its functions under the
Finance Documents; or



 


		(h)	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 or by the rules of any relevant stock exchange,




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any information about any Obligor,
the Group and the Finance Documents as that Finance Party shall consider appropriate if any such person has entered into a confidentiality
agreement substantially in the form agreed between the Borrowers and the relevant Finance Party; and any Finance Party may disclose
(with the consent of the Borrowers) to any other person not included in paragraphs 44.2(a) - 44.2(h) above, any information about
any Obligor, the Group and the Finance Documents as that Finance Party shall consider appropriate if any such person has entered
into a confidentiality agreement substantially in the form agreed between the Borrowers and the relevant Finance Party.


 


	44.3		Disclosure to numbering service providers



 


		(a)	Any Finance Party may disclose to any national or international numbering service provider appointed
by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more
Obligors the following information:



 


		(i)	names of Obligors;



 


		(ii)	country of domicile of Obligors;



 


		(iii)	place of incorporation of Obligors;



 


		(iv)	date of this Agreement;



 


		(v)	clause 45 (Governing law);



 


		(vi)	the names of the Agent and the Arranger;



 


		(vii)	date of each amendment and restatement of this Agreement;



 


		(viii)	amount of Total Commitments;



 


		(ix)	currency of the Facilities;



 


		(x)	type of the Facilities;



 


		(xi)	ranking of the Facilities;



 


		(xii)	the term of the Facilities;



 


		(xiii)	changes to any of the information previously supplied pursuant to paragraphs 44.3(a)(i) to 44.3(a)(xii)
above; and



 


		(xiv)	such other information agreed between such Finance Party and the Borrowers,



 


to enable such numbering service
provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the
Facility 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)	The Borrowers represent that none of the information set out in clauses 44.3(a)(i) to 44.3(a)(xiii)
above is, nor will at any time be, unpublished price-sensitive information.




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		(d)	The Agent shall notify the Borrowers and the other Finance Parties of:



 


		(i)	the name of any numbering service provider appointed by the Agent in respect of this Agreement,
the Facility and/or one or more Obligors; and



 


		(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one
or more Obligors by such numbering service provider.



 


	44.4		Entire agreement



 


This clause 44 constitutes the
entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.


 


	44.5		Inside information



 


Each of the Finance Parties
acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market
abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.


 


	44.6		Banking secrecy laws



 


		(a)	Each Obligor hereby releases each Finance Party and each of its Affiliates and each of its or their
officers, directors, employees, head office, professional advisers, auditors and representatives (together, the Disclosing Party)
from any confidentiality obligations or confidentiality restrictions arising from Swiss law or other applicable banking secrecy
and data protection legislation which would prevent a Disclosing Party from disclosing any Confidential Information in accordance
with this Clause 44 (Confidentiality).



 


		(b)	Each of the Obligors acknowledges to the Finance Parties that they have as at the date hereof fulfilled
and will continue to fulfil their obligations under applicable data protection legislation (including that of the jurisdiction
of incorporation of that Obligor) in relation to personal data of third party individuals which an Obligor may pass on to a Finance
Party from time to time (to enable the latter to comply with its obligations under all applicable laws (including without limitation
anti-terrorism and related legislation and the laws of the jurisdiction of incorporation of that Obligor).



 


	44.7		Continuing obligations



 


The obligations in this clause
44 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from
the earlier of:


 


		(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement
have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and



 


		(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.



 


	45		Governing law



 


This Agreement and any non-contractual
obligations connected with it are governed by English law.



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	46		Enforcement



 


	46.1		Jurisdiction of English courts



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity
or termination of this Agreement) (a Dispute).



 


		(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly no Party will argue to the contrary.



 


		(c)	This clause 46.1 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.



 


	46.2		Service of process



 


Without prejudice to any other
mode of service allowed under any relevant law, each Obligor which is a Party:


 


		(a)	irrevocably appoints the person named in Schedule 1 (The original parties) as that
Obligor’s English process agent as its agent for service of process in relation to any proceedings before the English courts in
connection with any Finance Document;



 


		(b)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate
the proceedings concerned; and



 


		(c)	if any person appointed as process agent for an Obligor is unable for any reason to act as agent
for service of process, that Obligor must immediately (and in any event within ten days of such event taking place) appoint another
agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.



 


This Agreement has been entered into
on the date stated at the beginning of this Agreement.



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Schedule 1

The original parties


 


Borrowers


 


	Name:	Gas-eleven
    Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	47182
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN  
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco


 

	Name:	Gas-twelve
    Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	47183
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco



 

	Name:	Gas-thirteen
    Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	47914
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




    	157



    	



    

	Name:	Gas-fourteen
    Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	47915
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco



 

	Name:	Gas-twenty
    two Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	49075
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco



 

	Name:	Gas-twenty
    three Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	49074
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco



 

	Name:	Gas-twenty
    four Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	49189
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




    	158



    	



    

	Name:	Gas-twenty
    five Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	49188
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco


 


Parent


 


	Name:	GasLog
    Ltd. 
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	33928
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco


 


GasLog Carriers Ltd.


 


	Name:	GasLog
    Carriers Ltd.
	Jurisdiction
    of incorporation	Bermuda
	Registration
    number (or equivalent, if any)	41493
	English
    process agent (if not incorporated in England)	GasLog
    Services UK Ltd., c/o 81 Kings Road, London, SW3 4XN    
	Registered
    office	Clarendon
    House, 2 Church Street, Hamilton HM 11, Bermuda
	Address
    for service of notices	Simon
    Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




    	159



    	



    

The Original K-sure Facility Lenders


 


	Name	Citibank,
    N.A., London Branch
	Facility
    Office, address, fax number and attention details for notices	Facility Office:



	Address:	Citigroup
    Centre

    Canada Square

    London E14 5LB 

    United Kingdom
	Fax:	+44
    203364 2230
	Attention:	Vassilios
    Maroulis
	For
    Credit Matters:
	 	Address:	Citigroup
    Centre

    Canada Square

    London E14 5LB 

    United Kingdom
	 	Fax:	+
    44 (0)20 7986 4881
	 	Attention:	Konstantinos
    Frangos / Youngsik Ahn / Sung-Hwan Moon
	 	For
    Operational Matters:
	 	Address:	C/o
    Citibank International plc Poland Branch

    8 Chalubinskiego St, 8th Floor

    Warsaw 00-613

    Poland
	 	Fax:	+44
    4822 6929940
	 	Attention:	Renata
    Holboj / Wiktor Susicki
	 	Cc:	Kara
    Catt / Romina Coates
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	160



    	



    

	Name	Nordea Bank AB, London Branch
	Facility
    Office, address, fax number and attention details for notices	Facility
    Office:	 
	Address:	8th
    Floor, City Place House

    55 Bashinghall Street 

    London EC2V 5NB

    United Kingdom
	Fax:	+44(0)20
    7726 9188
	E-mail:	lars.kristian.klemo@nordea.com
    / nasos.tsarouchis@nordea.com
	Attention:	Lars
    Kristian Klemo / Nasos Tsarouchis
	Operations/Administrations:
	 	Address:	8th
    Floor, City Place House

    55 Bashinghall Street 

    London EC2V 5NB

    United Kingdom
	 	Fax:	+44(0)20
    7726 9102
	 	E-mail:	glenn.johnson@nordea.com
    / andrew.searle@nordea.com
	 	Attention:	Glenn
    Johnson / Andrew Searle
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	161



    	



    

	Name	Bank of America, National Association
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	555
    California Street

    Mail code: CA5-705-04-01

    San Francisco CA 94104

    United States of America
	Fax:	+1
    415 343 0535
	Attention:	Anita
    Garfagnoli
	Email:	BofA_Notices@baml.com
	For Credit Matters:
	 	Address:	Merrill
    Lynch Financial Centre Main Building

    2 King Edward Street

    London, EC1A 1HQ

    United Kingdom
	 	Fax:	+44
    207 996 3131
	 	Email:	Leasing_Credit_International@baml.com
    and adrienne.nel@baml.com
	 	Attention:	Leasing
    Credit Team and Adrienne Nel
	 	 	 
	 	Operations/Administrations:
	 	Address:	555
    California Street

    Mail code: CA5-705-04-01

    San Francisco CA 94104

    United States of America
	 	Fax:	+1
    415 228 5288
	 	Attention:	Anita
    Garfagnoli
	 	Email:	anita.l.garfagnoli@baml.com
	 	Address:	2059
    Northlake Pkway

    Tucker GA30084

    United States of America
	 	Fax:	+1
    404 532 3002
	 	Email:	anne.peavler@baml.com
	 	Attention:	Anne
    Peavler
	 	 	 
	 	Address:	125
    Dupont Drive

    Mail code: RI1-121-01-08

    Providence RI 02907

    United States of America
	 	Fax:	+1
    617 310 2316
	 	Email:	rita.d.menezes@baml.com
    and alison.r.hook@baml.com
	 	Attention:	Rita
    Menezes and Alison Hook
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	162



    	



    

	Name	BNP Paribas Seoul Branch
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	25/F,
    State Tower Namsan

    100, Toegye-ro, Jung-gu

    Seoul 100-052
	Fax:	+82
    2 317 1955
	Attention:	Yoo
    Bin Shin
	For
    Credit Matters:
	 	Address:	25/F,
    State Tower Namsan

    100, Toegye-ro, Jung-gu

    Seoul 100-052
	 	Fax:	+82
    2 317 1955
	 	Email:	yoobin.shin@asia.bnpparibas.com
	 	Attention:	Yoo
    Bin Shin
	 	Operations/Administrations:
	 	Address:	24th
    Floor, State Tower Namsan

    100, Toegye-ro, Jung-gu

    Seoul, 100-052

    Korea
	 	Fax:	+82
    2 757 2530
	 	Email:	kr_cash_and_loan@asia.bnpparibas.com
	K-sure
    Facility Commitment ($)	$27,478,911.09



 


	Name	Crédit Agricole Corporate and Investment Bank
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	9
    quai du Président Paul Doumer

    92920 Paris, La Défense
	Fax:	+33
    1 41 89 19 34
	Attention:	Clémentine
    Costil
	For Credit Matters:
	 	Address:	Crédit
    Agricole CIB London

    Broadwalk House, 5 Appold Street

    London EC2A 2DA – United Kingdom
	 	Telephone:	+44
    207 214 59 82
	 	Fax:	+44
    207 214 66 89
	 	Attention:	Benoît
    Tridon
	 	 	 
	 	For Operational Matters:
	 	Address:	9
    quai du Président Paul Doumer 

92920 Paris, La Défense
	 	France
    Fax:	+33
    1 41 89 19 34
	 	Attention:	Clémentine
    Costil
	 	Cc:	Jean-Baptiste
    Branchu
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	163



    	



    

	Name	Credit Suisse AG
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	Paradeplatz
    8

    CH-8070 Zurich

    Switzerland
	Fax:	+41
    44 333 7980
	Attention:	Management
	For Credit Matters:
	 	Address:	Paradeplatz
    8

    CH-8070 Zurich

    Switzerland
	 	Fax:	+41
    44 333 7980
	 	Email:	portfolio.admin@credit-suisse.com
	 	Attention:	Export
    Finance, SGAZ 4/Portfolio
	 	 	 
	 	Operations/Administrations:
	 	Address:	Paradeplatz
    8

    CH-8070 Zurich

    Switzerland
	 	Fax:	+41
    44 333 7980
	 	Email:	cp-exfi.cso@credit-suisse.com
	 	Attention:	Export
    Finance, SGAZ 4/Portfolio
	 	 	 
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	164



    	



    

	Name	HSBC Bank plc
	Facility
    Office, address, fax number and attention details for notices	Facility
    Office:	 
	Address:	8
    Canada Square

    London, E14 5HQ

    UK
	Email:	darryllcoates@hsbc.com
    / 

paula-cousotome@hsbc.com
	Attention:	Darryll
    Coates/Paula Couso Tome
	 	 
	 	For
    Credit Matters:
	 	Address:	109-111
    Messoghion Avenue

    GR-115 26 Athens

    Greece
	 	Fax:	+30
    210 429 0506
	 	Email:	antonis.lamnides@hsbc.com
    

makis.mendoros@hsbc.com
	 	Attention:	Antonis
    Lamnides / Makis Mendoros
	 	 	 
	 	Operations/Administrations:
	 	Address:	Level
    27, 8 Canada Square

    London, E145 HQ

    United Kingdom
	 	Fax:	+44
    207 992 4680
	 	Attention:	Process
    Manager, Loans Administration
	 	 	 
	 	Operations
    contact International (EMEA) Loans Team
	 	Address:	Corporate
    Trust and Loan Agency, Europe /

    HSBC Security Services

    Level 27, 8 Canada Square

    London, E145 HQ

    United Kingdom
	 	Fax:	+44
    207 992 4680
	 	Attention:	Loans
    Administration

    Wei Min Lai / Vickneswary Munusamy
	 	 	 
	 	Operations
    Contact Athens Greece:
	 	Address:	109-111
    Messoghion Avenue

    GR-115 26 Athens

    Greece
	 	Fax:	+30
    210 692 9180
	 	Email:	commercial.operations-gr@hsbc.com
	 	Attention:	Loans
    Administration 

Sissy Constantinidou / Michael Filippas / 

Maria Drimoussi
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	165



    	



    

	Name	ING Bank N.V., London Branch
	Facility
    Office, address, fax number and attention details for notices	Facility
    Office:	 
	Address:	60
    London Wall

    London, EC2M 5TQ

    United Kingdom
	Fax:	+44
    (0) 207 767 7252
	Attention:	Rorry
    Hussey / Olga Terentieva
	For
    Credit Matters:
	 	Address:	60
    London Wall

    London, EC2M 5TQ

    United Kingdom
	 	Fax:	+44
    (0) 207 767 7252
	 	Email:	rory.hussey@uk.ing.com

olga.terentieva@uk.ing.com
	 	Attention:	Rorry
    Hussey / Olga Terentieva
	 	 	 
	 	Operations/Administrations:
	 	Address:	60
    London Wall

    London, EC2M 5TQ

    United Kingdom
	 	Fax:	+44
    207 767 77324
	 	Email:	gb.ldn.deal.execution@uk.ing.com
	 	Attention:	Mark
    Dasalla / Vilija Crowe
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	166



    	



    

	Name	KfW IPEX-Bank GmbH
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	Palmengartenstraße
    5-9

    60325 Frankfurt am Main

    Germany
	Fax:	+49
    69 7431 3768
	Attention:	Maritime
    Industries – X2a4 / Julia Kirsch
	 	 
	 	For
    Credit Matters:
	 	Address:	Palmengartenstraße
    5-9

    60325 Frankfurt am Main

    Germany
	 	Fax:	+49
    69 7431 3768
	 	Email:	julia.kirsch@kfw.de
	 	Attention:	Maritime
    Industries – X2a4 / Julia Kirsch
	 	 	 
	 	Operations/Administrations:
	 	Address:	Palmengartenstraße
    5-9

    603 25 Frankfurt am Main

    Deutschland
	 	Fax:	+49
    69 7431 9413
	 	Email:	kim.fritzel@kfw.de
	 	Attention:	Kim
    Pia Fritzel
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	167



    	



    

	Name	National Australia Bank Limited
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	Level
    25 

    255 George Street

    Sydney, NSW 2000

    Australia
	Fax:	+61
    1300 764 759
	Attention:	Asset
    Finance & Leasing
	 	 
	 	For
    Credit Matters:
	 	Address:	12
    Marina View

    #20-02 Asia Square Tower 2

    Singapore 01896
	 	Email:	quincy.chan@nabasia.com
	 	Attention:	Quincy
    Chan
	 	Address:	88
    Wood Street

    London EC2V 7QQ

    United Kingdom
	 	Email:	Jackson.flint@eu.nabgroup.com
	 	Attention:	Jackson
    Flint
	 	 	 
	 	For
    Operational Matters:
	 	Address:	Specialised
    Transaction Management

    Level 29, 500 Bourke Street

    Melbourne 

    Australia
	 	Fax:	+61
    (3) 8641 3590 / 1300 652 199
	 	Email:	Wholesale.Banking.Transaction.Management.

    Group@nab.com.au
	 	Attention:	Specialised
    Transaction Management
	K-sure
    Facility Commitment ($)	$27,478,911.09




    	168



    	



    

	Name	Oversea-Chinese Banking Corporation Limited
	Facility
    Office, address, fax number and attention details for notices	Facility
    Office:	 
	Address:	65
    Chulia Street 

    #10-00 OCBC Centre

    Singapore 049513
	Fax:	+65
    6536 6449
	Attention:	Jessica
    Ong
	For
    Credit Matters:
	 	Address:	65
    Chulia Street 

    #10-00 OCBC Centre

    Singapore 049513
	 	Fax:	+65
    6536 6449
	 	Email:	ongcijessica@ocbc.com
    / leekinglan@ocbc.com
	 	Attention:	Jessica
    Ong / Lee King Lan
	 	 	 
	 	Operations/Administrations:
	 	Address:	65
    Chulia Street 

    #10-00 OCBC Centre

    Singapore 049513
	 	Fax:	+65
    6536 6449
	 	Email:	ongcijessica@ocbc.com
    / homlkathy@ocbc.com / rujiuntham@ocbc.com
	 	Attention:	Jessica
    Ong / Kathy Ho / Tham Ru Jiun
	K-sure
    Facility Commitment ($)	$27,478,911.09

 

	Name	Société
    Générale
	Facility
    Office, address, fax number and attention details for notices	Facility Office:
	Address:	29 Boulevard Haussmann

    75009 Paris

    France
	 	 
	 	For Credit Matters:
	 	Address:	189, rue d’Aubervilliers

    75886 Paris Cedex 18

    OPER/FIN/SMO/IAB
	 	Email:	daan.neef@sgcib.com / claire.nicolas@sgcib.com
	 	Attention:	Daan
Neef / Claire Nicolas
	 	Operations/Administrations:
	 	Address:	189, rue d’Aubervilliers

    75886 Paris Cedex 18

    OPER/FIN/STR/DMT6
	 	Fax:	+33 1 46 92 45 98
	 	Email:	par-oper-caf-dmt6@sgcib.com
	 	Attention:	Axel Sarant / Hanna Milot
	K-sure Facility Commitment ($)	$27,478,911.09





    	169



    	



    

	Name	The Korea Development Bank
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	22 Eunhaeng-ro, Youngdeungpo-gu
	 	Seoul, 07242
	 	Korea
	Fax:	+82 2 787 7291
	 	Attention:	Project Finance Department I
	 	 	 
	 	For Credit Matters:
	 	Address:	22 Eunhaeng-ro, Youngdeungpo-gu
	 	 	Seoul, 07242
	 	 	Korea
	 	Fax:	+82 2 787 7291
	 	Email:	byunggkim@kdb.co.kr / yooieque@kdb.co.kr
	 	 	shipfinance@kdb.co.kr
	 	Attention:	Mr Kim, Byung Guel / Ms Cho, Yoon Joo
	 	 	 
	 	Operations/Administrations:
	 	Address:	14 Eunhaeng-ro, Youngdeungpo-gu
	 	 	Seoul, 07242
	 	 	Korea
	 	Fax:	+82 2 787 5299
	 	Email:	heejin.k@kdb.co.kr / eunkyong@kdb.co.kr / loankdb@kdb.co.kr
	 	Attention:	Ms Kwon, Hee Jin / Ms Kim, Eun Kyung
	K-sure
    Facility 

Commitment ($)	$82,710,856.92


 


The Original KEXIM Facility Lenders


 


	Name	The Export-Import Bank of Korea
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	38 Eunhaeng-ro, Yeangdeungpo-gu
	 	Seoul, 150-996 
	 	 	Republic of Korea
	 	 	 
	 	Notices:	 
	 	Address:	38 Eunhaeng-ro, Yeangdeungpo-gu
	 	 	Seoul, 150-996 
	 	 	Republic of Korea
	 	Fax:	+8251 922 8837/+8251 922 8834
	 	Attention:	Maritime Project Finance Department
	KEXIM
    Facility 

Commitment ($)	$206,115,200




    	170



    		 



    

The Original KEXIM Covered Facility Lenders


 


	Name	Citibank, N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Citigroup Centre
	 	Canada Square
	 	London E14 5LB 
	 	 	United Kingdom
	 	Fax:	+44 203364 2230
	 	Attention:	Vassilios Maroulis
	 	 	 
	 	For Credit Matters:
	 	Address:	Citigroup Centre
	 	 	Canada Square
	 	 	London E14 5LB 
	 	 	United Kingdom
	 	Fax:	+ 44 (0)20 7986 4881
	 	Attention:	Konstantinos Frangos / Youngsik Ahn / 
	 	 	Sung-Hwan Moon
	 	 	 
	 	For Operational Matters:
	 	Address:	C/o Citibank International plc Poland Branch
	 	 	8 Chalubinskiego St, 8th Floor
	 	 	Warsaw 00-613
	 	 	Poland
	 	Fax:	+44 4822 6929940 
	 	Attention:	Renata Holboj / Wiktor Susicki 
	 	Cc:	Kara Catt / Romina Coates
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	171



    		 



    

	Name	Nordea Bank AB, London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	United Kingdom
	 	Fax:	+44(0)20 7726 9188
	 	E-mail:	lars.kristian.klemo@nordea.com / nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis
	 	 	 
	 	Operations/Administrations:
	 	Address:	8th Floor, City Place House
	 	 	55 Bashinghall Street 
	 	 	London EC2V 5NB
	 	 	United Kingdom
	 	Fax:	+44(0)20 7726 9102
	 	E-mail:	glenn.johnson@nordea.com / andrew.searle@nordea.com
	 	Attention:	Glenn Johnson / Andrew Searle
	KEXIM Covered Facility
Commitment ($)	$14,275,812.50




    	172



    		 



    

	Name	Bank of America, National Association
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	555 California Street
	 	Mail code: CA5-705-04-01
	 	San Francisco CA 94104
	 	 	United States of America
	 	Fax:	+1 415 343 0535
	 	Attention:	Anita Garfagnoli
	 	Email:	BofA_Notices@baml.com
	 	 	 
	 	For Credit Matters:
	 	Address:	Merrill Lynch Financial Centre Main Building
	 	 	2 King Edward Street
	 	 	London, EC1A 1HQ
	 	 	United Kingdom
	 	Fax:	+44 207 996 3131
	 	Email:	Leasing_Credit_International@baml.com and
    adrienne.nel@baml.com
	 	Attention:	Leasing Credit Team and Adrienne Nel
	 	 	 
	 	Operations/Administrations:
	 	Address:	555 California Street
	 	 	Mail code: CA5-705-04-01
	 	 	San Francisco CA 94104
	 	 	United States of America
	 	Fax:	+1 415 228 5288
	 	Attention:	Anita Garfagnoli
	 	Email:	anita.l.garfagnoli@baml.com
	 	 	 
	 	Address:	2059 Northlake Pkway
	 	 	Tucker GA30084
	 	 	United States of America
	 	Fax:	+1 404 532 3002
	 	Email:	anne.peavler@baml.com
	 	Attention:	Anne Peavler
	 	 	 
	 	Address:	125 Dupont Drive
	 	 	Mail code: RI1-121-01-08
	 	 	Providence RI 02907
	 	 	United States of America
	 	Fax:	+1 617 310 2316
	 	Email:	rita.d.menezes@baml.com and alison.r.hook@baml.com
	 	Attention:	Rita Menezes and Alison Hook
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	173



    		 



    

	Name	BNP Paribas Seoul Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	25/F, State Tower Namsan
	 	100, Toegye-ro, Jung-gu
	 	Seoul 100-052
	Fax:	+82 2 317 1955
	 	Attention:	Yoo Bin Shin
	 	 	 
	 	For Credit Matters:
	 	Address:	25/F, State Tower Namsan
	 	 	100, Toegye-ro, Jung-gu
	 	 	Seoul 100-052
	 	Fax:	+82 2 317 1955
	 	Email:	yoobin.shin@asia.bnpparibas.com
	 	Attention:	Yoo Bin Shin
	 	 	 
	 	Operations/Administrations:
	 	Address:	24th Floor, State Tower Namsan
	 	 	100, Toegye-ro, Jung-gu
	 	 	Seoul, 100-052
	 	 	Korea
	 	Fax:	+82 2 757 2530
	 	Email:	kr_cash_and_loan@asia.bnpparibas.com
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50


 


	Name	Crédit Agricole Corporate and Investment Bank
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	9 quai du Président Paul Doumer
	 	92920 Paris, La Défense
	Fax:	+33 1 41 89 19 34
	 	Attention:	Clémentine Costil 
	 	 	 
	 	For Credit Matters:
	 	Address:	Crédit Agricole CIB London
	 	 	Broadwalk House, 5 Appold Street
	 	 	London EC2A 2DA – United Kingdom
	 	Telephone:	+44 207 214 59 82 
	 	Telefax:	+44 207 214 66 89
	 	Attention:	Benoît Tridon  
	 	 	 
	 	For Operational Matters:
	 	Address:	9 quai du Président Paul Doumer
	 	 	92920 Paris, La Défense
	 	 	France Fax: +33 1 41 89 19 34
	 	Attention:	Clémentine Costil 
	 	Cc:	Jean-Baptiste Branchu
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	174



    		 



    

	Name	Credit Suisse AG
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Paradeplatz 8
	 	CH-8070 Zurich
	 	Switzerland
	 	Fax:	+41 44 333 7980
	 	Attention:	Management 
	 	 	 
	 	For Credit Matters:
	 	Address:	Paradeplatz 8
	 	 	CH-8070 Zurich
	 	 	Switzerland
	 	Fax:	+41 44 333 7980
	 	Email:	portfolio.admin@credit-suisse.com
	 	Attention:	Export Finance, SGAZ 4/Portfolio
	 	 	 
	 	Operations/Administrations:
	 	Address:	Paradeplatz 8
	 	 	CH-8070 Zurich
	 	 	Switzerland
	 	Fax:	+41 44 333 7980
	 	Email:	cp-exfi.cso@credit-suisse.com
	 	Attention:	Export Finance, SGAZ 4/Portfolio
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	175



    		 



    

	Name	HSBC Bank plc
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8 Canada Square
	 	London, E14 5HQ
	 	UK
	Email:	darryllcoates@hsbc.com / paula-cousotome@hsbc.com
	 	Attention:	Darryll Coates/Paula Couso Tome
	 	 	 
	 	For Credit Matters:
	 	Address:	109-111 Messoghion Avenue
	 	 	GR-115 26 Athens
	 	 	Greece
	 	Fax:	+30 210 429 0506
	 	Email:	antonis.lamnides@hsbc.com

makis.mendoros@hsbc.com
	 	Attention:	Antonis Lamnides / Makis Mendoros
	 	 	 
	 	Operations/Administrations:
	 	Address:	Level 27, 8 Canada Square
	 	 	London, E145 HQ
	 	 	United Kingdom
	 	Fax:	+44 207 992 4680
	 	Attention:	Process Manager, Loans Administration
	 	 	 
	 	Operations contact International (EMEA) Loans Team
	 	Address:	Corporate Trust and Loan Agency, Europe / 
	 	 	HSBC Security Services
	 	 	Level 27, 8 Canada Square
	 	 	London, E145 HQ
	 	 	United Kingdom
	 	Fax:	+44 207 992 4680
	 	Attention:	Loans Administration
	 	 	Wei Min Lai / Vickneswary Munusamy
	 	 	 
	 	Operations Contact Athens Greece:
	 	Address:	109-111 Messoghion Avenue
	 	 	GR-115 26 Athens
	 	 	Greece
	 	Fax:	+30 210 692 9180
	 	Email:	commercial.operations-gr@hsbc.com
	 	Attention:	Loans Administration
	 	 	Sissy Constantinidou / Michael Filippas / Maria Drimoussi
	 	 	 
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	176



    		 



    

	Name	ING Bank N.V., London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	60 London Wall
	 	London, EC2M 5TQ
	 	United Kingdom
	Fax:	+44 (0) 207 767 7252
	Attention:	Rorry Hussey / Olga Terentieva
	 	 	 
	 	For Credit Matters:
	 	Address:	60 London Wall
	 	 	London, EC2M 5TQ
	 	 	United Kingdom
	 	Fax:	+44 (0) 207 767 7252
	 	Email:	rory.hussey@uk.ing.com 

olga.terentieva@uk.ing.com
	 	Attention:	Rorry Hussey / Olga Terentieva 
	 	 	 
	 	Operations/Administrations:
	 	Address:	60 London Wall
	 	 	London, EC2M 5TQ
	 	 	United Kingdom
	 	Fax:	+44 207 767 77324
	 	Email:	gb.ldn.deal.execution@uk.ing.com
	 	Attention:	Mark Dasalla / Vilija Crowe
	KEXIM Covered Facility
Commitment ($)	$14,275,812.50




    	177



    		 



    

	Name	KEB HANA Bank, LONDON BRANCH
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8 Old Jewry 
	 	London EC2R 8DN
	 	United Kingdom
	Fax:	+44 207 600 8550
	 	Attention:	Kyung Ryu
	 	 	 
	 	For Credit Matters:
	 	Address:	8 Old Jewry 
	 	 	London EC2R 8DN
	 	 	United Kingdom
	 	Fax:	+44 207 600 8550
	 	Email:	ryuk@keb.co.kr / jaehyen.lee@hanafn.com
	 	Attention:	Kyung Ryu
	 	 	 
	 	Operations/Administrations:
	 	Address:	8 Old Jewry 
	 	 	London EC2R 8DN
	 	 	United Kingdom
	 	Fax:	+44 207 600 8550
	 	Email:	rjinna@keb.co.kr
	 	Attention:	Raejin Park
	KEXIM Covered Facility
Commitment ($)	$30,000,000




    	178



    		 



    

	Name	KfW IPEX-Bank GmbH
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Palmengartenstraße 5-9
	 	60325 Frankfurt am Main
	 	Germany
	 	Fax:	+49 69 7431 3768
	 	Attention:	Maritime Industries – X2a4 / Julia Kirsch
	 	 	 
	 	For Credit Matters:
	 	Address:	Palmengartenstraße 5-9
	 	 	60325 Frankfurt am Main
	 	 	Germany
	 	Fax:	+49 69 7431 3768
	 	Email:	julia.kirsch@kfw.de
	 	Attention:	Maritime Industries – X2a4 / Julia Kirsch
	 	 	 
	 	Operations/Administrations:
	 	Address:	Palmengartenstraße 5-9
	 	 	603 25 Frankfurt am Main
	 	 	Deutschland
	 	Fax:	+49 69 7431 9413
	 	Email:	kim.fritzel@kfw.de
	 	Attention:	Kim Pia Fritzel
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	179



    		 



    

	Name	National Australia Bank Limited
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Level 25 
	 	255 George Street
		Sydney, NSW 2000
	 	 	Australia
	 	Fax:	+61 1300 764 759
	 	Attention:	Asset Finance & Leasing
	 	 	 
	 	For Credit Matters:
	 	Address:	12 Marina View
	 	 	#20-02 Asia Square Tower 2
	 	 	Singapore 01896
	 	Email:	quincy.chan@nabasia.com
	 	Attention:	Quincy Chan
	 	 	 
	 	Address:	88 Wood Street
	 	 	London EC2V 7QQ
	 	 	United Kingdom
	 	Email:	Jackson.flint@eu.nabgroup.com
	 	Attention:	Jackson Flint
	 	 	 
	 	For Operational Matters:
	 	Address:	Specialised Transaction Management
	 	 	Level 29, 500 Bourke Street
	 	 	Melbourne 
	 	 	Australia
	 	Fax:	+61 (3) 8641 3590 / 1300 652 199
	 	Email:	Wholesale.Banking.Transaction.Management.
	 	 	Group@nab.com.au
	 	Attention:	Specialised Transaction Management
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	180



    		 



    

	Name	Oversea-Chinese Banking Corporation Limited
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	65 Chulia Street 
	 	#10-00 OCBC Centre
	 	Singapore 049513
	 	Fax:	+65 6536 6449
	 	Attention:	Jessica Ong
	 	 	 
	 	For Credit Matters:
	 	Address:	65 Chulia Street 
	 	 	#10-00 OCBC Centre
	 	 	Singapore 049513
	 	Fax:	+65 6536 6449
	 	Email:	ongcijessica@ocbc.com / leekinglan@ocbc.com
	 	Attention:	Jessica Ong / Lee King Lan
	 	 	 
	 	Operations/Administrations:
	 	Address:	65 Chulia Street 
	 	 	#10-00 OCBC Centre
	 	 	Singapore 049513
	 	Fax:	+65 6536 6449
	 	Email:	ongcijessica@ocbc.com / homlkathy@ocbc.com / rujiuntham@ocbc.com
	 	Attention:	Jessica Ong / Kathy Ho / Tham Ru Jiun
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	181



    		 



    

	Name	Société Générale
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	29 Boulevard Haussmann
	 	75009 Paris
	 	France
	 	 	 
	 	For Credit Matters:
	 	Address:	189, rue d’Aubervilliers
	 	 	75886 Paris Cedex 18
	 	 	OPER/FIN/SMO/IAB
	 	Email:	daan.neef@sgcib.com / Claire.nicolas@sgcib.com
	 	Attention:	Daan Neef / Claire Nicolas
	 	 	 
	 	Operations/Administrations:
	 	Address:	189, rue d’Aubervilliers
	 	 	75886 Paris Cedex 18
	 	 	OPER/FIN/STR/DMT6
	 	Fax:	+33 1 46 92 45 98
	 	Email:	par-oper-caf-dmt6@sgcib.com
	 	Attention:	Axel Sarant / Hanna Milot
	KEXIM Covered Facility
Commitment ($)	$14,257,812.50




    	182



    		 



    

The Original Commercial Facility Lenders


 


	Name	Citibank, N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Citigroup Centre
	 	Canada Square
	 	London E14 5LB 
	 	United Kingdom
	Fax:	+44 203364 2230
	 	Attention:	Vassilios Maroulis
	 	 	 
	 	For Credit Matters:
	 	Address:	Citigroup Centre
	 	 	33 Canada Square
	 	 	Canary Wharf
	 	 	London E14 5LB 
	 	 	United Kingdom
	 	Fax:	+ 44 20 3364 2230
	 	Attention:	Vassilios Maroulis / Timothy Soe 
	 	 	 
	 	Address:	Citibank Greece Shipping Division
	 	 	1st Floor
	 	 	Akti Miaouli 47-49
	 	 	Piraeus, 18536
	 	 	Greece
	 	Fax:	+30 210 4292806
	 	Attention:	Petros Fokas / Chrysoula Mavri
	 	 	 
	 	For Operational Matters:
	 	Address:	Loan Processing Unit, Citibank N.A.
	 	 	Citibank International Plc Poland Branch
	 	 	on behalf of Citibank NA London
	 	 	Loans Operations Department
	 	 	8 Chalubinskiego Str.
	 	 	6th Floor, Warsaw 00-613
	 	 	Poland
	 	Fax:	+444 822 692 9940
	 	Attention:	Tamara Chlosta / Anna Milesiewicz/Katarzyna / Paduchowska / Anita
    Wroblewska-Raczka)
	Commercial Facility
Commitment ($)	$40,974,133.35




    	183



    		 



    

	Name	Nordea Bank AB, London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	United Kingdom
	 	Fax:	+44(0)20 7726 9188
	 	E-mail:	lars.kristian.klemo@nordea.com / nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis
	 	 	 
	 	Operations/Administrations:
	 	Address:	8th Floor, City Place House
	 	 	55 Bashinghall Street 
	 	 	London EC2V 5NB
	 	 	United Kingdom
	 	Fax:	+44(0)20 7726 9102
	 	E-mail:	glenn.johnson@nordea.com / andrew.searle@nordea.com
	 	Attention:	Glenn Johnson / Andrew Searle
	Commercial Facility
Commitment ($)	$40,974,133.35




    	184



    		 



    

	Name	Bank of America, National Association
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	555 California Street
	 	Mail code: CA5-705-04-01
	 	San Francisco CA 94104
	 	United States of America
	Fax:	+1 415 343 0535
	 	Attention:	Anita Garfagnoli
	 	Email:	BofA_Notices@baml.com
	 	 	 
	 	For Credit Matters:
	 	Address:	Merrill Lynch Financial Centre Main Building
	 	 	2 King Edward Street
	 	 	London, EC1A 1HQ
	 	 	United Kingdom
	 	Fax:	+44 207 996 3131
	 	Email:	Leasing_Credit_International@baml.com and
    adrienne.nel@baml.com
	 	Attention:	Leasing Credit Team and Adrienne Nel
	 	 	 
	 	Operations/Administrations:
	 	Address:	555 California Street
	 	 	Mail code: CA5-705-04-01
	 	 	San Francisco CA 94104
	 	 	United States of America
	 	Fax:	+1 415 228 5288
	 	Attention:	Anita Garfagnoli
	 	Email:	anita.l.garfagnoli@baml.com
	 	 	 
	 	Address:	2059 Northlake Pkway
	 	 	Tucker GA30084
	 	 	United States of America
	 	Fax:	+1 404 532 3002
	 	Email:	anne.peavler@baml.com
	 	Attention:	Anne Peavler
	 	 	 
	 	Address:	125 Dupont Drive
	 	 	Mail code: RI1-121-01-08
	 	 	Providence RI 02907
	 	 	United States of America
	 	Fax:	+1 617 310 2316
	 	Email:	rita.d.menezes@baml.com and alison.r.hook@baml.com
	 	Attention:	Rita Menezes and Alison Hook
	Commercial Facility
Commitment ($)	$40,974,133.33




    	185



    		 



    

	Name	BNP Paribas 
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	16 boulevard des Italiens 
	 	75009 Paris
	Fax:	+33 1 42 98 4355
	Attention:	Transportation Group
	 	 	 
	 	For Credit Matters:
	 	Address:	16 rue de Hanovre 
	 	 	75078 Paris Cedex 02
	 	Fax:	+331 42 98 43 55
	 	Email:	jean-marc.morant@bnpparibas.com / nicolas.topet@bnpparibas.com
    / mouna.felfel@bnpparibas.com
	 	Attention:	Jean-Marc Morant / Nicolas Topet / Mouna Felfel
	 	 	 
	 	Operations/Administrations:
	 	Address:	150 Rue du Faubourg Poissonniere 
	 	 	75450 Paris Cedex 09
	 	 	France
	 	Fax:	+33 1 40 14 74 25
	 	Email:	paris.cib.boci.cfi.2@bnpparibas.com
	 	Attention:	Agnès Lokbani-Lelièvre / Karène Berry
	Commercial Facility
Commitment ($)	$40,974,133.33



 



	Name	Crédit Agricole Corporate and Investment Bank
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	9 quai du Président Paul Doumer
	 	92920 Paris, La Défense
	Fax:	+33 1 41 89 19 34
	 	Attention:	Clémentine Costil 
	 	 	 
	 	For Credit Matters:
	 	Address:	Crédit Agricole CIB London
	 	 	Broadwalk House, 5 Appold Street
	 	 	London EC2A 2DA – United Kingdom
	 	Telephone:	+44 207 214 59 82 
	 	Telefax:	+44 207 214 66 89
	 	Attention:	Benoît Tridon  
	 	 	 
	 	For Operational Matters:
	 	Address:	9 quai du Président Paul Doumer
	 	 	92920 Paris, La Défense
	 	France Fax:	+33 1 41 89 19 34
	 	Attention:	Clémentine Costil 
	 	Cc:	Jean-Baptiste Branchu
	Commercial Facility
Commitment ($)	$40,974,133.33




    	186



    		 



    

	Name	Credit Suisse AG
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Aeschenvorstadt 48
	 	4051 Basel
	 	Switzerland
	 	Fax:	+41 61 266 7939
	 	Attention:	Management / Virginia Hess
	 	 	 
	 	For Credit Matters:
	 	Address:	St. Alban-Graben 1-3
	 	 	P.O. Box, CH-4002 Basel
	 	 	Switzerland
	 	Fax:	+41 61 266 7939
	 	Email:	virginia.hess@credit-suisse.com
	 	Attention:	Virginia Hess
	 	 	 
	 	Operations/Administrations:
	 	Address:	St. Alban-Graben 1-3
	 	 	P.O. Box, CH-4002 Basel
	 	 	Switzerland
	 	Fax:	+41 61 266 7939
	 	Email:	virginia.hess@credit-suisse.com
	 	Attention:	Virginia Hess
	Commercial Facility
Commitment ($)	$40,974,133.33




    	187



    		 



    

	Name	HSBC Bank plc
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8 Canada Square
	 	London, E14 5HQ
	 	UK
	Email:	darryllcoates@hsbc.com / 
	 	 	paula-cousotome@hsbc.com
	 	Attention:	Darryll Coates/Paula Couso Tome
	 	 	 
	 	For Credit Matters:
	 	Address:	109-111 Messoghion Ave.
	 	 	GR-115 26 Athens
	 	 	Greece
	 	Fax:	+30 210 429 0506
	 	Email:	antonis.lamnides@hsbc.com

makis.mendoros@hsbc.com
	 	Attention:	Antonis Lamnides / Makis Mendoros
	 	 	 
	 	Operations/Administrations:
	 	Address:	Level 27, 8 Canada Square
	 	 	London, E145 HQ
	 	 	United Kingdom
	 	Fax:	+44 207 992 4680
	 	Attention:	Process Manager, Loans Administration
	 	 	 
	 	Operations contact International (EMEA) Loans Team
	 	Address:	Corporate Trust and Loan Agency, Europe /
	 	 	HSBC Security Services
	 	 	Level 27, 8 Canada Square
	 	 	London, E145 HQ
	 	 	United Kingdom
	 	Fax:	+44 207 992 4680
	 	Attention:	Loans Administration
	 	 	Wei Min Lai / Vickneswary Munusamy
	 	 	 
	 	Operations Contact Athens Greece:
	 	Address:	109-111 Messoghion Avenue
	 	 	GR-115 26 Athens
	 	 	Greece
	 	Fax:	+30 210 692 9180
	 	Email:	commercial.operations-gr@hsbc.com
	 	Attention:	Loans Administration
	 	 	Sissy Constantinidou / Michael Filippas / 
	 	 	Maria Drimoussi
	Commercial Facility
Commitment ($)	$40,974,133.33




    	188



    		 



    

	Name	ING Bank N.V., London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	60 London Wall
	 	London, EC2M 5TQ
	 	United Kingdom
	Fax:	+44 (0) 207 767 7252
	Attention:	Rorry Hussey / Olga Terentieva
	 	 	 
	 	For Credit Matters:
	 	Address:	60 London Wall
	 	 	London, EC2M 5TQ
	 	 	United Kingdom
	 	Fax:	+44 (0) 207 767 7252
	 	Email:	rory.hussey@uk.ing.com 

olga.terentieva@uk.ing.com
	 	Attention:	Rorry Hussey / Olga Terentieva 
	 	 	 
	 	Operations/Administrations:
	 	Address:	60 London Wall
	 	 	London, EC2M 5TQ
	 	 	United Kingdom
	 	Fax:	+44 207 767 77324
	 	Email:	gb.ldn.deal.execution@uk.ing.com
	 	Attention:	Mark Dasalla / Vilija Olga
	Commercial Facility
Commitment ($)	$40,974,133.33




    	189



    		 



    

	Name	KfW IPEX-Bank GmbH
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Palmengartenstraße 5-9
	 	60325 Frankfurt am Main
	 	Germany
	 	Fax:	+49 69 7431 3768
	 	Attention:	Maritime Industries – X2a4 / Julia Kirsch
	 	 	 
	 	For Credit Matters:
	 	Address:	Palmengartenstraße 5-9
	 	 	60325 Frankfurt am Main
	 	 	Germany
	 	Fax:	+49 69 7431 3768
	 	Email:	julia.kirsch@kfw.de
	 	Attention:	Maritime Industries – X2a4 / Julia Kirsch
	 	 	 
	 	Operations/Administrations:
	 	Address:	Palmengartenstraße 5-9
	 	 	603 25 Frankfurt am Main
	 	 	Deutschland
	 	Fax:	+49 69 7431 9413
	 	Email:	kim.fritzel@kfw.de
	 	Attention:	Kim Pia Fritzel
	Commercial Facility
Commitment ($)	$40,974,133.33




    	190



    		 



    

	Name	National Australia Bank Limited
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Level 25 
	 	255 George Street
	 	Sydney, NSW 2000
	 	Australia
	Fax:	+61 1300 764 759
	Attention:	Asset Finance & Leasing
	 	 
	 	For Credit Matters:
	 	Address:	12 Marina View
	 	 	#20-02 Asia Square Tower 2
	 	 	Singapore 01896
	 	Email:	quincy.chan@nabasia.com
	 	Attention:	Quincy Chan
	 	 	 
	 	Address:	88 Wood Street
	 	 	London EC2V 7QQ
	 	 	United Kingdom
	 	Email:	Jackson.flint@eu.nabgroup.com
	 	Attention:	Jackson Flint
	 	 	 
	 	For Operational Matters:
	 	Address:	Specialised Transaction Management
	 	 	Level 29, 500 Bourke Street
	 	 	Melbourne 
	 	 	Australia
	 	Fax:	+61 (3) 8641 3590 / 1300 652 199
	 	Email:	Wholesale.Banking.Transaction.Management.
	 	 	Group@nab.com.au
	 	Attention:	Specialised Transaction Management
	Commercial Facility
Commitment ($)	$40,974,133.33




    	191



    		 



    

	Name	Oversea-Chinese Banking Corporation Limited
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	65 Chulia Street 
	 	#10-00 OCBC Centre
	 	Singapore 049513
	Fax:	+65 6536 6449
	Attention:	Jessica Ong
	 	 	 
	 	For Credit Matters:
	 	Address:	65 Chulia Street 
	 	 	#10-00 OCBC Centre
	 	 	Singapore 049513
	 	Fax:	+65 6536 6449
	 	Email:	ongcijessica@ocbc.com / leekinglan@ocbc.com
	 	Attention:	Jessica Ong / Lee King Lan
	 	 	 
	 	Operations/Administrations:
	 	Address:	65 Chulia Street 
	 	 	#10-00 OCBC Centre
	 	 	Singapore 049513
	 	Fax:	+65 6536 6449 
	 	Email:	ongcijessica@ocbc.com / homlkathy@ocbc.com /
    rujiuntham@ocbc.com
	 	Attention:	Jessica Ong / Kathy Ho / Tham Ru Jiun
	Commercial Facility
Commitment ($)	$40,974,133.33




    	192



    		 



    

	Name	Société Générale
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	29 Boulevard Haussmann
	 	75009 Paris
	 	France
	 	 
	For Credit Matters:
	 	Address:	Société Générale
	 	 	189, rue d’Aubervilliers
	 	 	75886 Paris Cedex 18
	 	 	OPER/FIN/SMO/IAB
	 	Email:	daan.neef@sgcib.com / Claire.nicolas@sgcib.com
	 	Attention:	Daan Neef / Claire Nicolas
	 	 	 
	 	Operations/Administrations:
	 	Address:	189, rue d’Aubervilliers
	 	 	75886 Paris Cedex 18
	 	 	OPER/FIN/STR/DMT6
	 	Fax:	+33 1 46 92 45 38
	 	Email:	par-oper-caf-dmt6@sgcib.com
	 	Attention:	Axel Sarant / Hanna Milot
	Commercial Facility
Commitment ($)	$40,974,133.33


 


The Agent


 


	Name	Nordea Bank AB, London Branch
	Facility Office, address, fax number and attention details for notices	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	 	United Kingdom
	 	Fax:	+44(0)20 7726 9188
	 	E-mail:	lars.kristian.klemo@nordea.com / 
	 	 	nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis


 


The ECA Agent


 


	Name	Citibank N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Address:	5th Floor Citigroup Centre 
	 	Mail drop CGC2 05-65
	 	25 Canada Square Canary Wharf
	 	London E14 5LB
	 	U.K.
	 	Fax:	+ 44 (0)20 492 3980
	 	Attention:	Konstantinos Frangos / Youngsik Ahn / 
	 	 	Sung-Hwan Moon
	 	Cc:	Kara Catt / Romina Coates




    	193



    		 



    

The Security Agent


 


	Name	Nordea Bank AB, London Branch
	Facility Office, address, fax number and attention details for notices	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	United Kingdom
	Fax:	+44(0)20 7726 9188
	 	E-mail:	lars.kristian.klemo@nordea.com / nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis


 


The Arrangers


Mandated Lead Arrangers


 


	Name	Citibank, N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Address:	Citigroup Centre
	 	33 Canada Square
	 	London E14 5LB 
	 	United Kingdom
	 	Fax:	+44 20 3364 2230
	 	Attention:	Vassilios Maroulis


 


	Name	Nordea Bank, London Branch
	Facility Office, address, fax number and attention details for notices	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	United Kingdom
	Fax:	+44(0)20 7726 9188
	 	E-mail:	lars.kristian.klemo@nordea.com / nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis 


 


	Name	The Export-Import Bank of Korea
	Facility Office, address, fax number and attention details for notices	Address:	38 Eunhaeng-ro, Yeangdeungpo-gu
	 	Seoul, 150-996 
	 	Republic of Korea
	 	 
	Notices:	 
	Address:	38 Eunhaeng-ro, Yeangdeungpo-gu
	 	 	Seoul, 150-996 
	 	 	Republic of Korea
	 	Fax:	+8251 922 8837/+8251 922 8834
	 	Attention:	Maritime Project Finance Department




    	194



    		 



    

	Name	Bank of America, National Association
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	555 California Street
	 	Mail code: CA5-705-04-01
	 	San Francisco CA 94104
	 	United States of America
	Fax:	+1 415 343 0535
	 	Attention:	Anita Garfagnoli
	 	Email:	BofA_Notices@baml.com
	 	 	 
	 	For Credit Matters:
	 	Address:	Merrill Lynch Financial Centre Main Building
	 	 	2 King Edward Street
	 	 	London, EC1A 1HQ
	 	 	United Kingdom
	 	Fax:	+44 207 996 3131
	 	Email:	Leasing_Credit_International@baml.com and
    adrienne.nel@baml.com
	 	Attention:	Leasing Credit Team and Adrienne Nel
	 	 	 
	 	Operations/Administrations:
	 	Address:	555 California Street
	 	 	Mail code: CA5-705-04-01
	 	 	San Francisco CA 94104
	 	 	United States of America
	 	Fax:	+1 415 228 5288
	 	Attention:	Anita Garfagnoli
	 	Email:	anita.l.garfagnoli@baml.com
	 	 	 
	 	Address:	2059 Northlake Pkway
	 	 	Tucker GA30084
	 	 	United States of America
	 	Fax:	+1 404 532 3002
	 	Email:	anne.peavler@baml.com
	 	Attention:	Anne Peavler
	 	 	 
	 	Address:	125 Dupont Drive
	 	 	Mail code: RI1-121-01-08
	 	 	Providence RI 02907
	 	 	United States of America
	 	Fax:	+1 617 310 2316
	 	Email:	rita.d.menezes@baml.com and alison.r.hook@baml.com
	 	Attention:	Rita Menezes and Alison Hook




    	195



    		 



    

	Name	BNP Paribas 
	Facility Office, address, fax number and attention details for notices	Address:	16 boulevard des Italiens 
	 	75009 Paris
	Fax:	+33 1 42 98 4355
	Attention:	Transportation Group
	 	 
	 	For Credit Matters:
	 	Address:	16 rue de Hanovre 
	 	 	75078 Paris Cedex 02
	 	Fax:	+331 42 98 43 55
	 	Email:	jean-marc.morant@bnpparibas.com / 

nicolas.topet@bnpparibas.com / mouna.felfel@bnpparibas.com
	 	 	 
	 	Attention:	Jean-Marc Morant / Nicolas Topet / Mouna Felfel
	 	 	 
	 	Operations/Administrations:
	 	Address:	150 Rue du Faubourg Poissonniere 
	 	 	75450 Paris Cedex 09
	 	 	France
	 	Fax:	+ 33 1 40 14 74 25
	 	Email:	paris.cib.boci.cfi.2@bnpparibas.com
	 	Attention:	Agnès Lokbani-Lelièvre / Karène Berry


 


	Name	Credit Agricole Corporate and Investment Bank
	Facility Office, address, fax number and attention details for notices	 	 
	Address:	9 quai du Président Paul Doumer
	 	92920 Paris, La Défense
	Fax:	+33 1 41 89 19 34
	Attention:	Clémentine Costil 
	 	 	 
	 	For Credit Matters:
	 	Address:	Crédit Agricole CIB London
	 	 	Broadwalk House, 5 Appold Street
	 	 	London EC2A 2DA – United Kingdom
	 	Telephone:	+44 207 214 59 82 
	 	Telefax:	+44 207 214 66 89
	 	Attention:	Benoît Tridon  
	 	 	 
	 	For Operational Matters:
	 	Address:	9 quai du Président Paul Doumer
	 	 	92920 Paris, La Défense
	 	France Fax:	+33 1 41 89 19 34
	 	Attention:	Clémentine Costil 
	 	Cc:	Jean-Baptiste Branchu




    	196



    		 



    

	Name	Credit Suisse AG
	Facility Office, address, fax number and attention details for notices	Address:	Paradeplatz 8
	 	CH-8070 Zurich
	 	Switzerland
	Fax:	+41 44 333 7980
	Attention:	Management 
	 	 	 
	 	For Credit Matters:
	 	Address:	Paradeplatz 8
	 	 	CH-8070 Zurich
	 	 	Switzerland
	 	Fax:	+41 44 333 7980
	 	Email:	portfolio.admin@credit-suisse.com
	 	Attention:	Export Finance, SGAZ 4/Portfolio
	 	 	 
	 	Operations/Administrations:
	 	Address:	Paradeplatz 8
	 	 	CH-8070 Zurich
	 	 	Switzerland
	 	Fax:	+41 44 333 7980
	 	Email:	cp-exfi.cso@credit-suisse.com
	 	Attention:	Export Finance, SGAZ 4/Portfolio




    	197



    		 



    

	Name	HSBC Bank plc
	Facility Office, address, fax number and attention details for notices	Address:	8 Canada Square
	 	London, E14 5HQ
	 	UK
	Email:	darryllcoates@hsbc.com / paula-cousotome@hsbc.com
	 	Attention:	Darryll Coates/Paula Couso Tome
	 	 	 
	 	For Credit Matters:
	 	Address:	109-111 Messoghion Avenue
	 	 	GR-115 26 Athens
	 	 	Greece
	 	Fax:	+30 210 429 0506
	 	Email:	antonis.lamnides@hsbc.com

makis.mendoros@hsbc.com
	 	Attention:	Antonis Lamnides / Makis Mendoros
	 	 	 
	 	Operations/Administrations:
	 	Address:	Level 27, 8 Canada Square
	 	 	London, E145 HQ
	 	 	United Kingdom
	 	Fax:	+44 207 992 4680
	 	Attention:	Process Manager, Loans Administration
	 	 	 
	 	Operations contact International (EMEA) Loans Team
	 	Address:	Corporate Trust and Loan Agency, Europe / 
	 	 	HSBC Security Services
	 	 	Level 27, 8 Canada Square
	 	 	London, E145 HQ
	 	 	United Kingdom
	 	Fax:	+44 207 992 4680
	 	Attention:	Loans Administration
	 	 	Wei Min Lai / Vickneswary Munusamy
	 	 	 
	 	Operations Contact Athens Greece:
	 	Address:	109-111 Messoghion Avenue
	 	 	GR-115 26 Athens
	 	 	Greece
	 	Fax:	+30 210 692 9180
	 	Email:	commercial.operations-gr@hsbc.com
	 	Attention:	Loans Administration
	 	 	Sissy Constantinidou / Michael Filippas / Maria Drimoussi



    	198



    		 



    

	Name	ING Bank N.V., London Branch
	Facility Office, address, fax number and attention details for notices	Address:	60 London Wall
	 	London, EC2M 5TQ
	 	United Kingdom
	Fax:	+44 (0) 207 767 7252
	Attention:	Rorry Hussey / Olga Terentieva
	 	 
	For Credit Matters:
	 	Address:	60 London Wall
	 	 	London, EC2M 5TQ
	 	 	United Kingdom
	 	Fax:	+44 (0) 207 767 7252
	 	Email:	rory.hussey@uk.ing.com

olga.terentieva@uk.ing.com
	 	Attention:	Rorry Hussey / Olga Terentieva
	 	 	 
	 	Operations/Administrations:
	 	Address:	60 London Wall
	 	 	London, EC2M 5TQ
	 	 	United Kingdom
	 	Fax:	+44 207 767 77324
	 	Email:	gb.ldn.deal.execution@uk.ing.com
	 	Attention:	Mark Dasalla / Vilija Crowe



 


	Name	KEB HANA BANK, LONDON BRANCH
	Facility Office, address, fax number and attention details for notices	Address:	8 Old Jewry 
	 	London EC2R 8DN
	 	United Kingdom
	Fax:	+44 207 600 8550
	Attention:	Kyung Ryu
	 	 
	 	For Credit Matters:
	 	Address:	8 Old Jewry 
	 	 	London EC2R 8DN
	 	 	United Kingdom
	 	Fax:	+44 207 600 8550
	 	Email:	ryuk@keb.co.kr / jaehyen.lee@hanafn.com
	 	Attention:	Kyung Ryu
	 	 	 
	 	Operations/Administrations:
	 	Address:	8 Old Jewry 
	 	 	London EC2R 8DN
	 	 	United Kingdom
	 	Fax:	+44 207 600 8550
	 	Email:	rjinna@keb.co.kr
	 	Attention:	Raejin Park




    	199



    	



    

	Name	KfW IPEX-Bank GmbH
	Facility Office, address, fax number and attention details for notices	Address:	Palmengartenstraße 5-9
	 	60325 Frankfurt am Main
	 	Germany
	Fax:	+49 69 7431 3768
	Attention:	Maritime Industries – X2a4 / Julia Kirsch
	 	 
	 	For Credit Matters:
	 	Address:	Palmengartenstraße 5-9
	 	 	60325 Frankfurt am Main
	 	 	Germany
	 	Fax:	+49 69 7431 3768
	 	Email:	julia.kirsch@kfw.de
	 	Attention:	Maritime Industries – X2a4 / Julia Kirsch
	 	 	 
	 	Operations/Administrations:
	 	Address:	Palmengartenstraße 5-9
	 	 	603 25 Frankfurt am Main
	 	 	Deutschland
	 	Fax:	+49 69 7431 9413
	 	Email:	kim.fritzel@kfw.de
	 	Attention:	Kim Pia Fritzel




    	200



    	



    

	Name	National Australia Bank Limited
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	Level 25 
	 	255 George Street
	 	Sydney, NSW 2000
	 	Australia
	Fax:	+61 1300 764 759
	Attention:	Asset Finance & Leasing
	 	 
	 	For Credit Matters:
	 	Address:	12 Marina View
	 	 	#20-02 Asia Square Tower 2
	 	 	Singapore 01896
	 	Email:	quincy.chan@nabasia.com
	 	Attention:	Quincy Chan
	 	 	 
	 	Address:	88 Wood Street
	 	 	London EC2V 7QQ
	 	 	United Kingdom
	 	Email:	Jackson.flint@eu.nabgroup.com
	 	Attention:	Jackson Flint
	 	 	 
	 	For Operational Matters:
	 	Address:	Specialised Transaction Management
	 	 	Level 29, 500 Bourke Street
	 	 	Melbourne 
	 	 	Australia
	 	Fax:	+61 (3) 8641 3590 / 1300 652 199
	 	Email:	Wholesale.Banking.Transaction.Management.
	 	 	Group@nab.com.au
	 	Attention:	Specialised Transaction Management




    	201



    	



    

	Name	Oversea-Chinese Banking Corporation Limited
	Facility Office, address, fax number and attention details for notices	Address:	65 Chulia Street 
	 	#10-00 OCBC Centre
	 	Singapore 049513
	Fax:	+65 6536 6449
	Attention:	Jessica Ong
	 	 
	For Credit Matters:
	Address:	65 Chulia Street 
	 	 	#10-00 OCBC Centre
	 	 	Singapore 049513
	 	Fax:	+65 6536 6449
	 	Email:	ongcijessica@ocbc.com / leekinglan@ocbc.com
	 	Attention:	Jessica Ong / Lee King Lan
	 	 	 
	 	Operations/Administrations:
	 	Address:	65 Chulia Street 
	 	 	#10-00 OCBC Centre
	 	 	Singapore 049513
	 	Fax:	+65 6536 6449
	 	Email:	ongcijessica@ocbc.com / homlkathy@ocbc.com / rujiuntham@ocbc.com
	 	Attention:	Jessica Ong / Kathy Ho / Tham Ru Jiun




    	202



    	



    

	Name	Société Générale
	Facility Office, address, fax number and attention details for notices	Address:	29 Boulevard Haussmann
	 	75009 Paris
	 	France
	 	 
	For Credit Matters:
	Address:	Société Générale
	 	189, rue d’Aubervilliers
	 	 	75886 Paris Cedex 18
	 	 	OPER/FIN/SMO/IAB
	 	Email:	daan.neef@sgcib.com / Claire.nicolas@sgcib.com
	 	Attention:	Daan Neef / Claire Nicolas
	 	 	 
	 	Operations/Administrations:
	 	Address:	189, rue d’Aubervilliers
	 	 	75886 Paris Cedex 18
	 	 	OPER/FIN/STR/DMT6
	 	Fax:	+33 1 46 92 45 38
	 	Email:	par-oper-caf-dmt6@sgcib.com
	 	Attention:	Axel Sarant / Hanna Milot



 


	Name	The Korea Development Bank
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	22 Eunhaeng-ro, Youngdeungpo-gu
	 	Seoul, 07242
	 	Korea
	Fax:	+82 2 787 7291
	Attention:	Project Finance Department I
	 	 
	For Credit Matters:
	Address:	22 Eunhaeng-ro, Youngdeungpo-gu
	 	 	Seoul, 07242
	 	 	Korea
	 	Fax:	+82 2 787 7291
	 	Email:	byunggkim@kdb.co.kr / yooieque@kdb.co.kr
	 	 	shipfinance@kdb.co.kr
	 	Attention:	Mr Kim, Byung Guel / Ms Cho, Yoon Joo
	 	 	 
	 	Operations/Administrations:
	 	Address:	14 Eunhaeng-ro, Youngdeungpo-gu
	 	 	Seoul, 07242
	 	 	Korea
	 	Fax:	+82 2 787 5299
	 	Email:	heejin.k@kdb.co.kr / eunkyong@kdb.co.kr / loankdb@kdb.co.kr
	 	Attention:	Ms Kwon, Hee Jin / Ms Kim, Eun Kyung




    	203



    	



    

The Global Co-ordinators


 


	Name	Citibank, N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Address:	Citigroup Centre
	 	33 Canada Square
	 	London E14 5LB 
	 	United Kingdom
	Fax:	+44 20 3364 2230
	 	Attention:	Vassilios Maroulis



 


	Name	Nordea Bank AB, London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	United Kingdom
	Fax:	+44(0)20 7726 9188
	E-mail:	lars.kristian.klemo@nordea.com / 
	 	nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis 
	 	 	 
	 	Operations/Administrations:
	 	Address:	8th Floor, City Place House
	 	 	55 Bashinghall Street 
	 	 	London EC2V 5NB
	 	 	United Kingdom
	 	Fax:	+44(0)20 7726 9102
	 	E-mail:	glenn.johnson@nordea.com /
	 	 	andrew.searle@nordea.com 
	 	Attention:	Glenn Johnson / Andrew Searle




    	204



    	



    

The Bookrunners


 


	Name	Citibank, N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Address:	Citigroup Centre
	 	33 Canada Square
	 	London E14 5LB 
	 	United Kingdom
	Fax:	+44 20 3364 2230
	 	Attention:	Vassilios Maroulis



 


	Name	Nordea Bank AB, London Branch
	Facility Office, address, fax number and attention details for notices	Facility Office:
	Address:	8th Floor, City Place House
	 	55 Bashinghall Street 
	 	London EC2V 5NB
	 	United Kingdom
	Fax:	+44(0)20 7726 9188
	E-mail:	lars.kristian.klemo@nordea.com / 
	 	nasos.tsarouchis@nordea.com
	 	Attention:	Lars Kristian Klemo / Nasos Tsarouchis
	 	 	 
	 	Operations/Administrations:
	 	Address:	8th Floor, City Place House
	 	 	55 Bashinghall Street 
	 	 	London EC2V 5NB
	 	 	United Kingdom
	 	Fax:	+44(0)20 7726 9102
	 	E-mail:	glenn.johnson@nordea.com /
	 	 	andrew.searle@nordea.com 
	 	Attention:	Glenn Johnson / Andrew Searle


 


The ECA Co-ordinator


 


	Name	Citibank, N.A., London Branch
	Facility Office, address, fax number and attention details for notices	Address:	Citigroup Centre
	 	33 Canada Square
	 	London E14 5LB 
	 	United Kingdom
	Fax:	+44 20 7986 4881
	Attention:	Konstantinos Frangos / Youngsik Ahn / 
	 	Sung-Hwan Moon
	 	Cc:	Kara Catt / Romina Coates




    	205



    	



    

Schedule 2

Ship information


 


Ship A


 


	Owner	Gas-eleven Ltd. 
	Builder	Samsung Heavy Industries Co., Ltd.
	Builder’s registered office	34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857
	Hull Number	2072
	Scheduled Delivery Date	On or before ***** 2016
	Charter scheduled delivery date 	Upon Delivery
	Backstop Date	16 October 2016
	Date and description of Building Contract	Shipbuilding contract dated 22 January 2013 for the construction of one 174,000 cubic meters LNG carrier between Gas-eleven Ltd., as buyer and Samsung Heavy Industries Co., Ltd. as builder
	Contract Price	$*****
	Ship Commitment	$162,966,876
	Flag State	Bermuda
	Charter description:	A time charter dated 8 February 2013
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A1, Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC), SFA(40), SH, FL(40), SH-DLA, SHCM, HM1+R Bow Slamming Warning, HM2+R Hull Girder Stress, HM3 VDR (VDR with 2 hours UPS backup), RRDA, AMS, APS, DFD, GCU, TCM, NIBS, ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWE
	Classification Society	American Bureau of Shipping
	Major Casualty Amount	$5,000,000




    	206



    	



    

Ship B


 


	Owner	Gas-twelve Ltd.
	Builder	Samsung Heavy Industries Co., Ltd.
	Builder’s registered office	34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857
	Hull Number	2073
	Scheduled Delivery Date	On or before ***** 2016
	Charter scheduled delivery date 	Upon Delivery
	Backstop Date	16 January 2017
	Date and description of Building Contract	Shipbuilding contract dated 22 January 2013 for the construction of one 174,000 cubic meters LNG carrier between Gas-twelve Ltd., as buyer and Samsung Heavy Industries Co., Ltd. as builder
	Contract Price	$*****
	Ship Commitment	$162,966,876
	Flag State	Bermuda
	Charter description:	A time charter dated 8 February 2013
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A1, Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC), SFA(40), SH, FL(40), SH-DLA, SHCM, HM1+R Bow Slamming Warning, HM2+R Hull Girder Stress, HM3 VDR (VDR with 2 hours UPS backup), RRDA, AMS, APS, DFD, GCU, TCM, NIBS, ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWE
	Classification Society	American Bureau of Shipping
	Major Casualty Amount	$5,000,000




    	207



    	



    

Ship C


 


	Owner	Gas-thirteen Ltd.
	Builder	Samsung Heavy Industries Co., Ltd.
	Builder’s registered office	34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857
	Hull Number	2102
	Scheduled Delivery Date	On or before ***** 2016
	Charter scheduled delivery date 	Upon Delivery
	Backstop Date	18 April 2017
	Date and description of Building Contract	Shipbuilding contract dated 31 July 2013 for the construction of one 174,000 cubic meters LNG carrier between Gas-thirteen Ltd., as buyer and Samsung Heavy Industries Co., Ltd. as builder
	Contract Price	$*****
	Ship Commitment	$160,696,690
	Flag State	Bermuda
	Charter description:	A time charter dated 15 August 2013
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A1, Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC, Specific Gravity 500kg/m3), SFA(40), SH, SH-DLA, SHCM, RRDA, AMS, APS, DFD, GCU, TCM, NIBS, ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWE.
	Classification Society	American Bureau of Shipping
	Major Casualty Amount	$5,000,000




    	208



    	



    

Ship D


 


	Owner	Gas-fourteen Ltd. 
	Builder	Samsung Heavy Industries Co., Ltd.
	Builder’s registered office	34th Fl., Samsung Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea, 137-857
	Hull Number	2103
	Scheduled Delivery Date	On or before ***** 2016
	Charter scheduled delivery date 	Upon Delivery
	Backstop Date	19 May 2017
	Date and description of Building Contract	Shipbuilding contract dated 1 August 2013 for the construction of one 174,000 cubic meters LNG carrier between Gas-fourteen Ltd., as buyer and Samsung Heavy Industries Co., Ltd. as builder
	Contract Price	$*****
	Ship Commitment	$160,696,690
	Flag State	Bermuda
	Charter description:	A time charter dated 15 August 2013
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A1, Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC, Specific Gravity 500kg/m3), SFA(40), SH, SH-DLA, SHCM, RRDA, AMS, APS, DFD, GCU, TCM, NIBS, ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWE
	Classification Society	American Bureau of Shipping
	Major Casualty Amount	$5,000,000




    	209



    	



    

Ship E


 


	Owner	Gas-twenty two Ltd.
	Builder	Samsung Heavy Industries Co., Ltd.
	Builder’s registered office	34th Fl., Samsung Insurance Seocho Tower,4 Seocho-daero, 74-gil, Seocho-Gu, Seoul, Korea, 137-955
	Hull Number	2130
	Scheduled Delivery Date	On or before ***** 2018
	Charter scheduled delivery date 	Within 46 days from Delivery
	Backstop Date	17 October 2018
	Date and description of Building Contract	Shipbuilding contract dated 8 May 2014 for the construction of one 174,000 cubic meters LNG carrier between Gas-twenty two Ltd., as buyer and Samsung Heavy Industries Co., Ltd. as builder as amended and supplemented by an amendment No. 1 thereto dated 25 March 2015 and as further amended and supplemented by an amendment No. 2 thereto dated 27 August 2015
	Contract Price	$*****
	Ship Commitment	$165,804,607
	Flag State	Bermuda
	Charter description:	A time charter dated 20 April 2015
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A1, Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC, Specific Gravity 500kg/m3), SFA(40), SH, SH-DLA, SHCM, RRDA, AMS, APS, DFD, GCU, TCM, NIBS, ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWE
	Classification Society	American Bureau of Shipping
	Major Casualty Amount	$5,000,000




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Ship F


 


	Owner	Gas-twenty three Ltd.
	Builder	Samsung Heavy Industries Co., Ltd.
	Builder’s registered office	34th Fl., Samsung Insurance Seocho Tower,4 Seocho-daero, 74-gil, Seocho-Gu, Seoul, Korea, 137-955
	Hull Number	2131
	Scheduled Delivery Date	On or before ***** 2019
	Charter scheduled delivery date	Within 106 days from Delivery
	Backstop Date	19 August 2019
	Date and description of Building Contract	Shipbuilding contract dated 8 May 2014 for the construction of one 174,000 cubic meters LNG carrier between Gas-twenty three Ltd., as buyer and Samsung Heavy Industries Co., Ltd. as builder as amended and supplemented by an amendment No. 1 thereto dated 25 March 2015 and as further amended and supplemented by an amendment No. 2 thereto dated 27 August 2015
	Contract Price	$*****
	Ship Commitment	$165,804,607
	Flag State	Bermuda
	Charter description:	A time charter dated 20 April 2015 as novated in favour of Gas-twenty three Ltd. by a deed of novation and amendment dated 14 September 2015
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A1, Liquefied gas carrier, ship type 2G (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC, Specific Gravity 500kg/m3), SFA(40), SH, SH-DLA, SHCM, RRDA, AMS, APS, DFD, GCU, TCM, NIBS, ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWE
	Classification Society	American Bureau of Shipping
	Major Casualty Amount	$5,000,000




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Ship G


 


	Owner	Gas-twenty four Ltd.
	Builder	Hyundai Heavy Industries Co., Ltd.
	Builder’s registered office	1000, Bangeojinsunhwan-doro, Dong-Gu, Ulsan, Korea
	Hull Number	2800
	Scheduled Delivery Date	On or before ***** 2018
	Charter scheduled delivery date	Within 399 days from Delivery
	Backstop Date	3 August 2018
	Date and description of Building Contract	Shipbuilding contract dated 25 June 2014 for the construction of one 174,000 cubic meters membrane LNG carrier between Gas-twenty four Ltd., as buyer and Hyundai Heavy Industries Co., Ltd. as builder as amended and supplemented by an amendment letter dated 19 August 2015
	Contract Price	$*****
	Ship Commitment	$166,209,997
	Flag State	Bermuda
	Charter description:	A time charter dated 20 April 2015
	Charterer:	Methane Services Limited, a UK company
	Classification	+100A(E), Liquefied Gas Carrier, Ship Type 2G, Methane (LNG) (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC, Specific Gravity 500kg/m3), SFA(40), SH, FL(40),SH-DLA, SHCM, RRDA, AMS, APS, DFD, GCU, TCM, NIBS, +ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWT
	Classification Society	American Bureau Society
	Major Casualty Amount	$5,000,000




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Ship H


 


	Owner	Gas-twenty five Ltd. 
	Builder	Hyundai Heavy Industries Co., Ltd.
	Builder’s registered office	1000, Bangeojinsunhwan-doro, Dong-Gu, Ulsan, Korea
	Hull Number	2801
	Scheduled Delivery Date	On or before ***** 2018
	Charter scheduled delivery date	N/A
	Backstop Date	26 September 2018
	Date and description of Building Contract	Shipbuilding contract dated 25 June 2014 for the construction of one 174,000 cubic meters membrane LNG carrier between Gas-twenty five Ltd., as buyer and Hyundai Heavy Industries Co., Ltd. as builder as amended and supplemented by an amendment letter dated 19 August 2015
	Contract Price	$*****
	Ship Commitment	$166,209,997
	Flag State	Bermuda
	Charter description:	N/A
	Charterer:	N/A
	Classification	+100A(E), Liquefied Gas Carrier, Ship Type 2G, Methane (LNG) (Membrane tank, Maximum pressure 25 kPaG and minimum temperature minus 163oC, Specific Gravity 500kg/m3), SFA(40), SH, FL(40),SH-DLA, SHCM, RRDA, AMS, APS, DFD, GCU, TCM, NIBS, +ACCU, UWILD, PMP, R2, GP, CPS, ENVIRO+, BWT
	Classification Society	American Bureau Society
	Major Casualty Amount	$5,000,000




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Schedule 3

Conditions precedent


 


Part 1


Conditions precedent to any Utilisation


 


		1	Obligors’ corporate documents



 


		(a)	A copy of the Constitutional Documents and, if applicable, a certificate of good standing of each
Obligor and each Manager.



 


		(b)	A copy of a resolution of the board of directors of each Obligor and each Manager (or, if applicable,
any committee of such board empowered to approve and authorise the following matters):



 


		(i)	approving the terms of, and the transactions contemplated by, the Finance Documents or any Charter
(Relevant Documents) to which it is a party and resolving that it execute the Relevant Documents to which it is a party;



 


		(ii)	authorising a specified person or persons to execute the Relevant Documents to which it is a party on its behalf; and



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if
relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Relevant Documents to which
it is a party.



 


		(c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph
(b) above in relation to the Finance Documents and any related documents.



 


		(d)	(If a requirement under the Constitutional Documents of each Obligor or under Bermudian law) A
copy of a resolution signed by all the holders of the issued shares in each Obligor and each Manager, approving the terms of, and
the transactions contemplated by, the Relevant Documents to which such Obligor or a Manager is a party.



 


		(e)	(If a requirement under the Constitutional Documents of each Obligor or a Manager or under Bermudian
law) A copy of a resolution of the board of directors of each corporate shareholder of each Obligor and each Manager approving
the terms of the resolution referred to in paragraph (d) above.



 


		(f)	A copy of any power of attorney under which any person is to execute any of the Relevant Documents
on behalf of any Obligor and each Manager.



 


		(g)	A certificate of an authorised signatory of the relevant Obligor and each Manager certifying that
each copy document relating to it specified in this Part of this Schedule is correct, complete and in full force and effect and
has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power
of attorney have not been revoked.



 


		2	Charters



 


		(a)	The Charters for each of Ship A, Ship B, Ship C, Ship D, Ship E, Ship F and Ship G duly executed
and with charter tenors which are no less than:



 


		(i)	120 months under the Charters in relation to each of Ship A and Ship B and will include a Charterer’s
option to extend for at least 60 months;




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		(ii)	84 months under the Charters in relation to each of Ship C and Ship D and will include a Charterer’s
option to extend twice consecutively for at least 60 months and 36 months respectively; and



 


		(iii)	108 months under the Charters in relation to Ship E and will include a Charterer’s option
to extend twice consecutively for at least 36 months each time;



 


		(iv)	118 months under the Charters in relation to Ship F and will include a Charterer’s option
to extend twice consecutively for at least 36 months each time;



 


		(v)	112 months under the Charters in relation to Ship G and will include a Charterer’s option
to extend twice consecutively for at least 36 months each time;



 


each starting
not later than the last day of the relevant Tolerance Period for the relevant Ship, and otherwise in form satisfactory to the Majority
Lenders and the ECAs.


 


		(b)	Such evidence as the Agent may require as to the due execution of each of the Charter Documents
for each such Ship (namely Ship A, Ship B, Ship C, Ship D, Ship E, Ship F and Ship G), as to the due incorporation of the relevant
Charterer and any other party to the Charter Documents (other than an Obligor) in relation to each such Ship, their power and authority
to enter into and perform those documents and the authorisation of their entry into them.



 


		3	Security



 


The Share Security in respect
of each Borrower duly executed by GasLog Carriers together with all letters, transfers, certificates and other documents required
to be delivered under each such Share Security.


 


		4	Legal opinions



 


The following legal opinions,
each addressed to the Agent, the Security Agent, the ECAs and the Lenders (and in a form and substance reasonably satisfactory
to the Agent, the Lenders and the ECAs) and capable of being relied upon by any persons who become Lenders pursuant to the primary
syndication of the Facilities:


 


		(a)	A legal opinion of Norton Rose Fulbright Greece on matters of English law.



 


		(b)	A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction (other
than England) in which an Obligor is incorporated and/or which is or is to be the Flag State of a Mortgaged Ship, or in which an
Account opened at the relevant time is established.



 


		5	Other documents and evidence



 


		(a)	Evidence that any process agent referred to in clause 46.2 (Service of process) or any equivalent
provision of any other Finance Document entered into on or before the first Utilisation Date, if not an Obligor, has accepted its
appointment.



 


		(b)	Each Fee Letter duly executed by the parties thereto.



 


		(c)	The Original Financial Statements, together with a Compliance Certificate.



 


		(d)	Confirmation from each ECA that it accepts the terms of this Agreement.



 


		6	Bank Accounts



 


Evidence that any Account required
to be established under clause 28 (Bank accounts) has been opened and established with the Account Bank, that any Account
Security in respect of each such Account has been executed and delivered by the relevant Account Holder in favour



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of the Security Agent and/or
any of the other Finance Parties and that any notice required to be given to an Account Bank under that Account Security has been
given to it and acknowledged by it in the manner required by that Account Security and that an amount has been credited to it.


 


		7	Construction matters



 


The original
and a copy, certified by an approved person to be a true and complete copy, of the Building Contract for each Ship.


 


		8	“Know your customer” information



 


Such documentation and information
as any Finance Party may reasonably request through the Agent to comply with “know your customer” or similar identification
procedures under all laws and regulations applicable to that Finance Party.


 


		9	KEXIM Guarantee



 


		(a)	The KEXIM Guarantee, duly executed by KEXIM and all other parties to it.



 


		(b)	A legal opinion of legal advisers to the Arrangers and the Agent in South Korea (including in relation
to the KEXIM Guarantee and its execution by or on behalf of KEXIM) substantially in the form agreed with all the Lenders and the
Agent.




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Part 2


Conditions precedent on Delivery


 


		1	Corporate documents



 


		(a)	A certificate of an authorised signatory of the relevant Owner certifying that each copy document
relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier
than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation
to it have not been revoked or amended.



 


		(b)	A certificate of an authorised signatory of each other Obligor or a Manager which is party to any
of the Original Security Documents required to be executed at or before Delivery of the Ship certifying that each copy document
relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier
than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation
to it have not been revoked or amended.



 


		2	Security



 


		(a)	The Mortgage and the Deed of Covenant or General Assignment in respect of the relevant Ship and,
unless the relevant Ship is Ship H, the relevant Charter Assignment for the relevant Ship.



 


		(b)	Any Manager’s Undertaking required at Delivery pursuant to the Finance Documents duly executed
by the relevant Manager.



 


		(c)	Evidence that the Borrowers are in compliance with clause 27.5 (Notice of assignment) in
respect of the relevant Ship.



 


		(d)	In the case of Ship H only, and if such Ship is subject to a charter commitment that falls under
the assignment requirements of clause 23.7(b), evidence that the Borrowers are in compliance with such clause in respect of such
charter commitment.



 


		(e)	The Quiet Enjoyment Agreement for the relevant Ship (unless it is Ship E, Ship F, Ship G or Ship
H) duly executed by the relevant Owners, the Security Agent and the relevant Charterers.



 


		(f)	Duly executed notices of assignment and acknowledgements required by the relevant Charter Assignment
for the relevant Ship (unless it is Ship E, Ship F, Ship G or Ship H).



 


		(g)	Other than the notices of assignment and acknowledgements referred to in paragraph (f) above, duly
executed notices of assignment and acknowledgements of those notices as required by any of the above Security Documents.



 


		3	Delivery and registration of Ship



 


Evidence that the relevant Ship:


 


		(a)	is legally and beneficially owned by the relevant Owner and registered in the name of the
relevant Owner free from any Security Interests (other than Security Interests created under the Finance Documents) through
the relevant Registry as a ship under the laws and flag of the relevant Flag State;



 


		(b)	(except where the relevant Ship is Ship H), it has been accepted by the Charterer under the relevant
Charter or confirmation by the Borrowers that it will be so accepted within its relevant Tolerance Period;



 


		(c)	is classed with the relevant Classification free of all overdue requirements and recommendations
of the relevant Classification Society;




    	217



    	



    
    		(d)	is insured in the manner required by the Finance Documents; and



 


		(e)	is otherwise free of any other charter commitment (other than the relevant Charter) which would
require approval under the Finance Documents and is not otherwise approved.



 


		4	Mortgage registration



 


Evidence that the Mortgage in
respect of the relevant Ship has been registered with first priority and/or preferred status against the relevant Ship through
the relevant Registry under the laws and flag of the relevant Flag State.


 


		5	Legal opinions



 


The following further legal
opinions, each addressed to the Agent, the Security Agent, the ECAs and the Lenders (and in a form and substance reasonably satisfactory
to the Agent, the Lenders and the ECAs) and capable of being relied upon by any persons who become Lenders pursuant to the primary
syndication of the Facilities:


 


		(a)	A legal opinion of Norton Rose Fulbright Greece on matters of English law, in relation to the Security
Documents.



 


		(b)	A legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction (other
than England) in which an Obligor is incorporated and/or which is or is to be the Flag State of a Mortgaged Ship, or in which an
Account opened at the relevant time is established.



 


		6	Insurance



 


In relation to the relevant
Ship’s Insurances:


 


		(a)	an opinion from insurance consultants appointed by the Agent on such Insurances;



 


		(b)	evidence that such Insurances have been placed in accordance with clause 25 (Insurance);
and



 


		(c)	evidence that approved brokers, insurers and/or associations have issued or will issue letters
of undertaking in favour of the Security Agent in an approved form in relation to the Insurances.



 


		7	ISM and ISPS Code



 


Copies of:


 


		(a)	the document of compliance issued in accordance with the ISM Code to the person who is the operator
of the relevant Ship for the purposes of that code;



 


		(b)	the safety management certificate in respect of the relevant Ship issued in accordance with the
ISM Code (or evidence that such certificate is to be issued shortly after Delivery of the relevant Ship);



 


		(c)	the international ship security certificate in respect of the relevant Ship issued under the ISPS
Code (or evidence that such certificate is to be issued shortly after Delivery of the relevant Ship); and



 


		(d)	if so requested by the Agent, any other certificates issued under any applicable code required
to be observed by the relevant Ship or in relation to its operation under any applicable law.




    	218



    	



    

		8	Value of security



 


Valuations (dated not more than
6 weeks before the relevant Utilisation Date) of the relevant Ship obtained and made in accordance with clause 26 (Minimum security
value) showing the Security Value in respect of the Advance for that Ship that is to be drawn down.


 


		9	Construction matters



 


		(a)	Evidence that any authorisations required from any government entity for the export of the relevant
Ship by the relevant Builder have been obtained or that no such authorisations are required.



 


		(b)	Evidence in documentary form of any part of the Contract Price for the relevant Ship which is not
documented in the relevant Building Contract as part of the purchase price of the Ship thereunder.



 


		(c)	Evidence that the full Contract Price of the relevant Ship (as adjusted in accordance with its
Building Contract) will have been paid upon the relevant Utilisation being made and that the relevant Builder will not have any
lien or other right to detain the ship on its Delivery.



 


		(d)	The original or a copy, certified by an approved person to be a true and complete copy, of the
builder’s certificate and any bill of sale conveying title to the relevant Ship to the relevant Owner and the protocol of
delivery and acceptance, commercial invoice and any other delivery documentation required under the relevant Building Contract
in a form and substance reasonably acceptable to the Lenders and the ECAs.



 


		(e)	Evidence that the relevant Borrower has already paid out of its own funds by way of contract instalments
of the Building Contract an amount which is no less than 20% of the Contract Price for the relevant Ship.



 


		10	Fees and expenses



 


Evidence that the fees, commissions,
costs and expenses that are due from the Borrowers pursuant to clause 11 (Fees) and clause 16 (Costs and expenses)
have been paid or will be paid by the relevant Utilisation Date.


 


		11	K-sure Insurance Policy



 


		(a)	An original counterpart of the K-sure Insurance Policy for the relevant K-sure Facility Advance,
duly executed by K-sure, including an English translation in form and substance acceptable to the K-sure Facility Lenders.



 


		(b)	A legal opinion of the legal advisers to the Arrangers and the Agent in South Korea on matters
of Korean law, substantially in the form approved by the Agent and the Lenders, which shall include confirmation that the relevant
K-sure Insurance Policy has been duly issued for the benefit of the K-sure Facility Lenders by K-sure and that it is in full force
and effect.



 


		(c)	Evidence that the K-sure Premium in relation to such K-sure Insurance Policy and any costs and
expenses which are then due and payable to K-sure has been paid by the Borrowers and received by K-sure in full or will be paid
forthwith upon release of the proceeds of the relevant Utilisation (and financing of the same from the proceeds of the relevant
Utilisation will constitute sufficient such evidence).



 


		(d)	Confirmation from the Agent (as indicated by the ECA Agent) that:



 


		(i)	it has not been informed that K-sure intends to, and K-sure has not stipulated its intention to, repudiate or suspend the application
of the K-sure Insurance Policy for any K-sure Facility Advance;




    	219



    	



    

		(ii)	it is satisfied that each K-sure Insurance Policy is in full force and effect; and



 


		(iii)	it has received no instruction from K-sure that the relevant K-sure Facility Advance should not be permitted or made available
by the K-sure Facility Lenders or, as the case may be, the Agent.



 


		(e)	Evidence satisfactory to the K-sure Facility Lenders that each of the documents specified under
the K-sure Insurance Policy for the relevant K-sure Facility Advance have been duly delivered in accordance with the terms of the
K-sure Insurance Policy for the relevant K-sure Facility Advance.



 


		12	KEXIM Guarantee



 


Evidence that the KEXIM Guarantee
Fee under the KEXIM Guarantee in respect of the relevant Ship and the relevant Advance to be utilised, and any costs and expenses
which are then due and payable to KEXIM have been paid by the Borrowers and received by KEXIM in full or will be paid forthwith
upon release of the proceeds of the relevant Utilisation.


 


		13	Environmental matters



 


Copies of the relevant Ship’s
certificate of financial responsibility and vessel response plan required under United States law and evidence of their approval
by the appropriate United States government entity and (if requested by the Agent) an environmental report in respect of the relevant
Ship from an approved person.


 


		14	Consents



 


Evidence that any consents required
in connection with the delivery of the relevant Ship, the registration of title to the relevant Ship, the registration of the Mortgage
over the relevant Ship and, if applicable, the assignment of any Charter in relation to the Ship have been obtained.


 


		15	Management Agreement



 


A copy, certified by an approved
person to be a true and complete copy, of the agreement between the relevant Owner and each Manager relating to the appointment
of that Manager in respect of the relevant Ship.


 


		16	Survey report



 


(If required by the Agent) A
survey report from approved surveyors obtained not more than 10 days before the relevant Utilisation Date evidencing that the relevant
Ship is seaworthy and capable of safe operation.


 


		17	Liquidity



 


Evidence that the Borrowers
are in compliance with clause 19.12 (Liquidity) in respect of the relevant Ship and that the minimum balance required thereunder
in respect of the relevant Ship upon its Delivery has been paid into the relevant Earnings Account.


 


		18	Process agent



 


Evidence that any process agent
of any Obligor or Manager referred to in any provision of any Finance Document to be entered into under this Part 2, if not an
Obligor, has accepted its appointment.


 


		19	Additional documents



 


Any other document, authorisation,
opinion or assurance required by the Agent.



    	220



    	



    

Schedule 4

Utilisation Request


 


	From:	Gas-eleven Ltd.
	 	Gas-twelve Ltd.
	 	Gas-thirteen Ltd.
	 	Gas-fourteen Ltd.
	 	Gas-twenty two Ltd.
	 	Gas-twenty three Ltd.
	 	Gas-twenty four Ltd.
	 	Gas-twenty five Ltd.
	 	 
	To:	Nordea Bank AB, London Branch as Agent
	 	 
	Dated:	[l]







 


Dear Sirs


 


$1,311,356,340 Facilities Agreement
dated [l] 2015 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the
same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2	We wish to borrow Advance [A] [B] [C] [D] [E] [F] [G] [H] on the following terms:



 





	 	Proposed Utilisation Date:	[l] (or, if that is not a Business Day, the next Business Day)
	 	 	 
	 	Amount:	$[l] (comprising:
	 	 	 
	 	 	a $[l] K-sure Facility Advance;
	 	 	 
	 	 	a $[l] KEXIM Facility Advance;
	 	 	 
	 	 	a $[l] KEXIM Covered Facility Advance; and
	 	 	 
	 	 	a $[l] Commercial Facility Advance.)







 


		3	We confirm that each condition specified in clause 4.4 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.



 


		4	This Advance is the Ship Commitment for Ship [A][B][C][D][E][F][G][H]. The purpose of this Advance
is to part finance the Contract Price of Ship [A][B][C][D][E][F][G][H] and its proceeds should be credited to [l]
[and [l] in respect of [l]].



 


		5	We confirm that we will use the proceeds of this Advance for our benefit and under our full responsibility
and exclusively for the purposes specified in the Agreement.



 


		6	We request that the first Interest Period for the said Advance be [6] months.



 


		7	This Utilisation Request is irrevocable and cannot be varied without the prior consent of the Majority
Lenders and the ECAs.



 


Yours faithfully


 


 




 



authorised signatory for


GAS-eleven LTD.



    	221



    	



    

 

 


authorised signatory for


GAS-twelve LTD.


 


 

 


authorised signatory for


GAS-thirteen LTD.


 


 


 


authorised signatory for


GAS-fourteen LTD.


 


 


 


authorised signatory for


GAS-twenty two LTD.


 


 


 


authorised signatory for


GAS-twenty three LTD.


 


 

 


authorised signatory for


GAS-twenty four LTD.


 


 

 


authorised signatory for


GAS-twenty five LTD.



    	222



    	



    

Schedule 5

Selection Notice


 





	From:	Gas-eleven Ltd.
	 	Gas-twelve Ltd.
	 	Gas-thirteen Ltd.
	 	Gas-fourteen Ltd.
	 	Gas-twenty two Ltd.
	 	Gas-twenty three Ltd.
	 	Gas-twenty four Ltd.
	 	Gas-twenty five Ltd.
	 	 
	To:	Nordea Bank AB, London Branch as Agent
	 	 
	Dated:	[l]







 


Dear Sirs


 


$1,311,356,340 Facilities Agreement
dated [l] 2015 (the “Agreement”)


 


		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 request that the next Interest Period for the Advance in relation to Ship [A] [B] [C] [D] [E]
[F] [G] [H] be [l] months.



 


		3	This Selection Notice is irrevocable.



 


Yours faithfully


 


 


 





authorised signatory for


GAS-eleven LTD.


 


 

 


authorised signatory for


GAS-twelve LTD.


 


 

 


authorised signatory for


GAS-thirteen LTD.


 


 

 


authorised signatory for


GAS-fourteen LTD.



    	223



    	



    

 


 

 


authorised signatory for


GAS-twenty two LTD.


 


 


 


authorised signatory for


GAS-twenty three LTD.


 


 


 


authorised signatory for


GAS-twenty four LTD.


 


 


 


authorised signatory for


GAS-twenty five LTD.



    	224



    	



    

Schedule 6

Form of Compliance Certificate


 


	To:	Nordea Bank AB, London Branch as Agent



 


		From:	GasLog Ltd.



 


		Dated:	[l]



 


Dear Sirs


 


$1,311,356,340 Facilities Agreement
dated [l] 2015 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in clause 20.1 (Financial
definitions) of the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning
in this Compliance Certificate.



 


		2	We confirm that by reference to the [Semi-Annual][Annual] Financial Statements for the Group for
the financial period ending on [l] attached hereto:



 


		(a)	Net Worth: our Market Adjusted Net Worth is $[l]
(being $[l] (Total Market Adjusted Assets) less $[l]
(Total Indebtedness)) [[Requirement being $350,000,000]];



 


		(b)	Current ratio: our Current Assets (being $[l])
are [not] greater than or equal to our Current Liabilities, (excluding Current Portion of Loans (being $[l]))
[Requirement being that Current Assets are greater than or equal to Current Liabilities at all times (excluding Current Portion
of Loans)];



 


		(c)	Debt service cover: the ratio of EBITDA: Debt Service has been [l]
calculated on a four quarter trailing basis (being $[l] EBITDA and $[l]
Debt Service) [Requirement being that the ratio of EBITDA to Debt Service is not less than 1.10:1 in each quarter];



 


		(d)	Leverage: the Maximum Leverage is [l]% (being
$[l] Total Indebtedness divided by $[l]
Total Assets). [Requirement being that the Maximum Leverage shall be less than 75%]; and



 


		(e)	Cash and Cash Equivalents: our Cash and Cash Equivalents is $[l]
(which represents [l]% of Total Indebtedness and more than $50,000,000). [Requirement
that Cash and Cash Equivalents is, at all times, not less than the greater of (i) $50,000,000 and (ii) three per cent. of Total
Indebtedness].



 


		3	In order to demonstrate our confirmations in paragraph 2, we attach:



 


		(a)	two valuations of all of the Fleet Vessels from [l]
and [l], each being Approved Brokers referred to in clause 26.8 (Approved Brokers)
of the Facility Agreement and prepared in accordance with clause 19.2 (Provision and contents of Compliance Certificate and
valuations) and clause 26 (Minimum security value) of the Facility Agreement;



 


		(b)	valuations of all other assets owned wholly or in part by the Group prepared in accordance with
clause 26.4 of the Facility Agreement (Valuations procedure); [and]



 


		(c)	[reconciliations prepared by us as to the difference between the book value of the assets referred
to in 3(a) [(and (b))] and their market values as demonstrated by the valuations referred to in 3(a) [(and (b))]; and]



 


		(d)	marked-to-market valuations of all Treasury Transactions entered into by a member of the Group
reconciled against the [Semi-Annual][Annual] Financial Statements.




    	225



    	



    

		4	We confirm that no Event of Default is continuing [If this statement cannot be made, the
certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it.]



 


Signed by:


 


 


 



Chief Financial Officer


For and on behalf of


GASLOG LTD.



    	226



    	



    

Schedule 7

Form of Transfer Certificate


 


	To:	Nordea Bank AB, London Branch as Agent



 


From:[The Existing Lender] (the
Existing Lender) and [The New Lender] (the New Lender)


 


Dated:


 


$1,311,356,340 Facilities Agreement
dated [l] 2015 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.



 


		2	We refer to clause 31.5 (Procedure for assignment):



 


		(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment(s) and
participations in the Advances under the Agreement as specified in the Schedule.



 


		(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond
to that portion of the Existing Lender’s Commitment(s) and participations in the Advances under the Agreement specified in
the Schedule.



 


		(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from
which the Existing Lender is released under paragraph (b) above.



 


		(d)	The proposed Transfer Date is [l].



 


		(e)	The Facility Office and address, fax number and attention details for notices of the New Lender
for the purposes of clause 38.2 (Addresses) are set out in the Schedule.



 


		3	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in sub-clause 31.4(c) of clause 31.4 (Limitation of responsibility of Existing Lenders).



 


		4	The New Lender confirms that it is [not] a Group Member or an Affiliate of any Group Member.



 


		5	This Transfer Certificate may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		6	[Consider including reference to accession to an Intercreditor agreement, mortgage or other
Finance Documents to which Lenders may need to be party and checklist of steps necessary for the New Lender to obtain the benefit
of the Security Documents.]



 


		7	This Transfer Certificate and any non-contractual obligations connected with it are governed by
English law.



 


		8	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer
Certificate.




    	227



    	



    

Note:The execution of this Transfer
Certificate alone may not assign a proportionate share of the Existing Lender’s interest in any K-sure Insurance Policies
or the KEXIM Guarantee or in the Security Interests constituted by the Security Documents in all jurisdictions. It is the responsibility
of the New Lender to ascertain whether any other documents or other formalities are required to perfect an assignment of such a
share in the Existing Lender’s interest in any K-sure Insurance Policy or the KEXIM Guarantee or in the Security Interests
constituted by the Security Documents in any jurisdiction and, if so, to arrange for execution of those documents and completion
of those formalities.



    	228



    	



    

The Schedule


 


Rights to be assigned and obligations
to be released and undertaken


 


[insert relevant details]


 


[Facility Office address,
fax number and attention details for notices and account details for payments.]


 


	[Existing Lender] 	[New
Lender]
	By:	 	By:



 


This is accepted by the Agent as a Transfer
Certificate and the Transfer Date is confirmed as [l].


 


Signature of this Transfer Certificate by
the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent
receives on behalf of each Finance Party.


 


Nordea Bank AB, London Branch as
Agent


By:



    	229



    	



    

Schedule 8

Forms of Notifiable Debt Purchase Transaction Notice


 


Part 1


 


Form of Notice on Entering into Notifiable
Debt Purchase Transaction


 


	To:	Nordea Bank AB, London Branch as Agent
	 	 
	From:	[The Lender]



 


Dated:


 


$1,311,356,340 Facilities Agreement
dated [l] 2015 (the “Agreement”)


 


		1	We refer to clause 32.3(b) of the Agreement. Terms defined in the Agreement have the same meaning
in this notice unless given a different meaning in this notice.



 


		2	We have entered into a Notifiable Debt Purchase Transaction.



 


		3	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount
of our Commitment(s) as set out below.



 


	 	Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates
	 	 	 
	 	[l]	[insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]


 


[Lender]


 


By:



    	230



    	



    

Part 2


 


Form of Notice on Termination of Notifiable
Debt Purchase Transaction / Notifiable Debt

 Purchase Transaction ceasing to be with a Parent Affiliate


 


	To:	Nordea Bank AB, London Branch as Agent
	 	 
	From:	[The Lender]



 


Dated:


 


$1,311,356,340 Facilities Agreement
dated [l] 2015 (the “Agreement”)


 


		1	We refer to clause 32.2 (Prohibition on Debt Purchase Transactions by the Group) of the
Agreement. Terms defined in the Facility Agreement have the same meaning in this notice unless given a different meaning in this
notice.



 


		2	A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a
notice dated [l] has [terminated]/[ceased to be with a Parent Affiliate].



 


		3	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount
of our Commitment(s) as set out below.



 


	 	Commitment	Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
	 	 	 
	 	[l]	[insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]


 


[Lender]


 


By:



    	231



    	



    

Schedule 9

Table of Repayment Instalments


 


Ship A


 


	K-sure Facility Advance	Amount ($)
	First	2,135,733
	Second	2,135,733
	Third	2,135,733
	Fourth	2,135,733
	Fifth	2,135,733
	Sixth	2,135,733
	Seventh	2,135,733
	Eighth	2,135,733
	Ninth	2,135,733
	Tenth	2,135,733
	Eleventh	2,135,733
	Twelfth	2,135,733
	Thirteenth	2,135,733
	Fourteenth	2,135,733
	Fifteenth	2,135,733
	Sixteenth	2,135,733
	Seventeenth	2,135,733
	Eighteenth	2,135,733
	Nineteen	2,135,733
	Twentieth	2,135,733
	Twenty first	2,135,733
	Twenty second	2,135,733
	Twenty third	2,135,733
	Twenty fourth	2,135,725




    	232



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,041,276
	Second	1,041,276
	Third	1,041,276
	Fourth	1,041,276
	Fifth	1,041,276
	Sixth	1,041,276
	Seventh	1,041,276
	Eighth	1,041,276
	Ninth	1,041,276
	Tenth	1,041,276
	Eleventh	1,041,276
	Twelfth	1,041,276
	Thirteenth	1,041,276
	Fourteenth	1,041,276
	Fifteenth	1,041,276
	Sixteenth	1,041,276
	Seventeenth	1,041,276
	Eighteenth	1,041,276
	Nineteen	1,041,276
	Twentieth	1,041,276
	Twenty first	1,041,276
	Twenty second	1,041,276
	Twenty third	1,041,276
	Twenty fourth	1,041,282




    	233



    	



    

	KEXIM Facility Advance 	Amount ($)
	First	1,067,278
	Second	1,067,278
	Third	1,067,278
	Fourth	1,067,278
	Fifth	1,067,278
	Sixth	1,067,278
	Seventh	1,067,278
	Eighth	1,067,278
	Ninth	1,067,278
	Tenth	1,067,278
	Eleventh	1,067,278
	Twelfth	1,067,278
	Thirteenth	1,067,278
	Fourteenth	1,067,278
	Fifteenth	1,067,278
	Sixteenth	1,067,278
	Seventeenth	1,067,278
	Eighteenth	1,067,278
	Nineteen	1,067,278
	Twentieth	1,067,278
	Twenty first	1,067,278
	Twenty second	1,067,278
	Twenty third	1,067,278
	Twenty fourth	1,067,268




    	234



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,527,600
	Second	1,527,600
	Third	1,527,600
	Fourth	1,527,600
	Fifth	1,527,600
	Sixth	1,527,600
	Seventh	1,527,600
	Eighth	1,527,600
	Ninth	1,527,600
	Tenth	1,527,600
	Eleventh	1,527,600
	Twelfth	1,527,600
	Thirteenth	1,527,600
	Fourteenth	1,527,600
	Fifteenth	1,527,600
	Sixteenth	1,527,600
	Seventeenth	1,527,600
	Eighteenth	1,527,600
	Nineteen	1,527,600
	Twentieth	32,079,600




    	235



    	



    

Ship B


 


	K-sure Facility Advance	Amount ($)
	First	2,135,733
	Second	2,135,733
	Third	2,135,733
	Fourth	2,135,733
	Fifth	2,135,733
	Sixth	2,135,733
	Seventh	2,135,733
	Eighth	2,135,733
	Ninth	2,135,733
	Tenth	2,135,733
	Eleventh	2,135,733
	Twelfth	2,135,733
	Thirteenth	2,135,733
	Fourteenth	2,135,733
	Fifteenth	2,135,733
	Sixteenth	2,135,733
	Seventeenth	2,135,733
	Eighteenth	2,135,733
	Nineteen	2,135,733
	Twentieth	2,135,733
	Twenty first	2,135,733
	Twenty second	2,135,733
	Twenty third	2,135,733
	Twenty fourth	2,135,725




    	236



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,041,276
	Second	1,041,276
	Third	1,041,276
	Fourth	1,041,276
	Fifth	1,041,276
	Sixth	1,041,276
	Seventh	1,041,276
	Eighth	1,041,276
	Ninth	1,041,276
	Tenth	1,041,276
	Eleventh	1,041,276
	Twelfth	1,041,276
	Thirteenth	1,041,276
	Fourteenth	1,041,276
	Fifteenth	1,041,276
	Sixteenth	1,041,276
	Seventeenth	1,041,276
	Eighteenth	1,041,276
	Nineteen	1,041,276
	Twentieth	1,041,276
	Twenty first	1,041,276
	Twenty second	1,041,276
	Twenty third	1,041,276
	Twenty fourth	1,041,282




    	237



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,067,278
	Second	1,067,278
	Third	1,067,278
	Fourth	1,067,278
	Fifth	1,067,278
	Sixth	1,067,278
	Seventh	1,067,278
	Eighth	1,067,278
	Ninth	1,067,278
	Tenth	1,067,278
	Eleventh	1,067,278
	Twelfth	1,067,278
	Thirteenth	1,067,278
	Fourteenth	1,067,278
	Fifteenth	1,067,278
	Sixteenth	1,067,278
	Seventeenth	1,067,278
	Eighteenth	1,067,278
	Nineteen	1,067,278
	Twentieth	1,067,278
	Twenty first	1,067,278
	Twenty second	1,067,278
	Twenty third	1,067,278
	Twenty fourth	1,067,268




    	238



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,527,600
	Second	1,527,600
	Third	1,527,600
	Fourth	1,527,600
	Fifth	1,527,600
	Sixth	1,527,600
	Seventh	1,527,600
	Eighth	1,527,600
	Ninth	1,527,600
	Tenth	1,527,600
	Eleventh	1,527,600
	Twelfth	1,527,600
	Thirteenth	1,527,600
	Fourteenth	1,527,600
	Fifteenth	1,527,600
	Sixteenth	1,527,600
	Seventeenth	1,527,600
	Eighteenth	1,527,600
	Nineteen	1,527,600
	Twentieth	32,079,600




    	239



    	



    

Ship C


 


	K-sure Facility Advance	Amount ($)
	First	2,105,981
	Second	2,105,981
	Third	2,105,981
	Fourth	2,105,981
	Fifth	2,105,981
	Sixth	2,105,981
	Seventh	2,105,981
	Eighth	2,105,981
	Ninth	2,105,981
	Tenth	2,105,981
	Eleventh	2,105,981
	Twelfth	2,105,981
	Thirteenth	2,105,981
	Fourteenth	2,105,981
	Fifteenth	2,105,981
	Sixteenth	2,105,981
	Seventeenth	2,105,981
	Eighteenth	2,105,981
	Nineteen	2,105,981
	Twentieth	2,105,981
	Twenty first	2,105,981
	Twenty second	2,105,981
	Twenty third	2,105,981
	Twenty fourth	2,105,984




    	240



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,026,771
	Second	1,026,771
	Third	1,026,771
	Fourth	1,026,771
	Fifth	1,026,771
	Sixth	1,026,771
	Seventh	1,026,771
	Eighth	1,026,771
	Ninth	1,026,771
	Tenth	1,026,771
	Eleventh	1,026,771
	Twelfth	1,026,771
	Thirteenth	1,026,771
	Fourteenth	1,026,771
	Fifteenth	1,026,771
	Sixteenth	1,026,771
	Seventeenth	1,026,771
	Eighteenth	1,026,771
	Nineteen	1,026,771
	Twentieth	1,026,771
	Twenty first	1,026,771
	Twenty second	1,026,771
	Twenty third	1,026,771
	Twenty fourth	1,026,768




    	241



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,052,410
	Second	1,052,410
	Third	1,052,410
	Fourth	1,052,410
	Fifth	1,052,410
	Sixth	1,052,410
	Seventh	1,052,410
	Eighth	1,052,410
	Ninth	1,052,410
	Tenth	1,052,410
	Eleventh	1,052,410
	Twelfth	1,052,410
	Thirteenth	1,052,410
	Fourteenth	1,052,410
	Fifteenth	1,052,410
	Sixteenth	1,052,410
	Seventeenth	1,052,410
	Eighteenth	1,052,410
	Nineteen	1,052,410
	Twentieth	1,052,410
	Twenty first	1,052,410
	Twenty second	1,052,410
	Twenty third	1,052,410
	Twenty fourth	1,052,412




    	242



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,506,320
	Second	1,506,320
	Third	1,506,320
	Fourth	1,506,320
	Fifth	1,506,320
	Sixth	1,506,320
	Seventh	1,506,320
	Eighth	1,506,320
	Ninth	1,506,320
	Tenth	1,506,320
	Eleventh	1,506,320
	Twelfth	1,506,320
	Thirteenth	1,506,320
	Fourteenth	1,506,320
	Fifteenth	1,506,320
	Sixteenth	1,506,320
	Seventeenth	1,506,320
	Eighteenth	1,506,320
	Nineteen	1,506,320
	Twentieth	31,632,720




    	243



    	



    

Ship D


 


	K-sure Facility Advance	Amount ($)
	First	2,105,981
	Second	2,105,981
	Third	2,105,981
	Fourth	2,105,981
	Fifth	2,105,981
	Sixth	2,105,981
	Seventh	2,105,981
	Eighth	2,105,981
	Ninth	2,105,981
	Tenth	2,105,981
	Eleventh	2,105,981
	Twelfth	2,105,981
	Thirteenth	2,105,981
	Fourteenth	2,105,981
	Fifteenth	2,105,981
	Sixteenth	2,105,981
	Seventeenth	2,105,981
	Eighteenth	2,105,981
	Nineteen	2,105,981
	Twentieth	2,105,981
	Twenty first	2,105,981
	Twenty second	2,105,981
	Twenty third	2,105,981
	Twenty fourth	2,105,984




    	244



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,026,771
	Second	1,026,771
	Third	1,026,771
	Fourth	1,026,771
	Fifth	1,026,771
	Sixth	1,026,771
	Seventh	1,026,771
	Eighth	1,026,771
	Ninth	1,026,771
	Tenth	1,026,771
	Eleventh	1,026,771
	Twelfth	1,026,771
	Thirteenth	1,026,771
	Fourteenth	1,026,771
	Fifteenth	1,026,771
	Sixteenth	1,026,771
	Seventeenth	1,026,771
	Eighteenth	1,026,771
	Nineteen	1,026,771
	Twentieth	1,026,771
	Twenty first	1,026,771
	Twenty second	1,026,771
	Twenty third	1,026,771
	Twenty fourth	1,026,768




    	245



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,052,410
	Second	1,052,410
	Third	1,052,410
	Fourth	1,052,410
	Fifth	1,052,410
	Sixth	1,052,410
	Seventh	1,052,410
	Eighth	1,052,410
	Ninth	1,052,410
	Tenth	1,052,410
	Eleventh	1,052,410
	Twelfth	1,052,410
	Thirteenth	1,052,410
	Fourteenth	1,052,410
	Fifteenth	1,052,410
	Sixteenth	1,052,410
	Seventeenth	1,052,410
	Eighteenth	1,052,410
	Nineteen	1,052,410
	Twentieth	1,052,410
	Twenty first	1,052,410
	Twenty second	1,052,410
	Twenty third	1,052,410
	Twenty fourth	1,052,412




    	246



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,506,320
	Second	1,506,320
	Third	1,506,320
	Fourth	1,506,320
	Fifth	1,506,320
	Sixth	1,506,320
	Seventh	1,506,320
	Eighth	1,506,320
	Ninth	1,506,320
	Tenth	1,506,320
	Eleventh	1,506,320
	Twelfth	1,506,320
	Thirteenth	1,506,320
	Fourteenth	1,506,320
	Fifteenth	1,506,320
	Sixteenth	1,506,320
	Seventeenth	1,506,320
	Eighteenth	1,506,320
	Nineteen	1,506,320
	Twentieth	31,632,720




    	247



    	



    

Ship E


 


	K-sure Facility Advance	Amount ($)
	First	2,172,922
	Second	2,172,922
	Third	2,172,922
	Fourth	2,172,922
	Fifth	2,172,922
	Sixth	2,172,922
	Seventh	2,172,922
	Eighth	2,172,922
	Ninth	2,172,922
	Tenth	2,172,922
	Eleventh	2,172,922
	Twelfth	2,172,922
	Thirteenth	2,172,922
	Fourteenth	2,172,922
	Fifteenth	2,172,922
	Sixteenth	2,172,922
	Seventeenth	2,172,922
	Eighteenth	2,172,922
	Nineteen	2,172,922
	Twentieth	2,172,922
	Twenty first	2,172,922
	Twenty second	2,172,922
	Twenty third	2,172,922
	Twenty fourth	2,172,923




    	248



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,059,408
	Second	1,059,408
	Third	1,059,408
	Fourth	1,059,408
	Fifth	1,059,408
	Sixth	1,059,408
	Seventh	1,059,408
	Eighth	1,059,408
	Ninth	1,059,408
	Tenth	1,059,408
	Eleventh	1,059,408
	Twelfth	1,059,408
	Thirteenth	1,059,408
	Fourteenth	1,059,408
	Fifteenth	1,059,408
	Sixteenth	1,059,408
	Seventeenth	1,059,408
	Eighteenth	1,059,408
	Nineteen	1,059,408
	Twentieth	1,059,408
	Twenty first	1,059,408
	Twenty second	1,059,408
	Twenty third	1,059,408
	Twenty fourth	1,059,405




    	249



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,085,862
	Second	1,085,862
	Third	1,085,862
	Fourth	1,085,862
	Fifth	1,085,862
	Sixth	1,085,862
	Seventh	1,085,862
	Eighth	1,085,862
	Ninth	1,085,862
	Tenth	1,085,862
	Eleventh	1,085,862
	Twelfth	1,085,862
	Thirteenth	1,085,862
	Fourteenth	1,085,862
	Fifteenth	1,085,862
	Sixteenth	1,085,862
	Seventeenth	1,085,862
	Eighteenth	1,085,862
	Nineteen	1,085,862
	Twentieth	1,085,862
	Twenty first	1,085,862
	Twenty second	1,085,862
	Twenty third	1,085,862
	Twenty fourth	1,085,863




    	250



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,554,200
	Second	1,554,200
	Third	1,554,200
	Fourth	1,554,200
	Fifth	1,554,200
	Sixth	1,554,200
	Seventh	1,554,200
	Eighth	1,554,200
	Ninth	1,554,200
	Tenth	1,554,200
	Eleventh	1,554,200
	Twelfth	1,554,200
	Thirteenth	1,554,200
	Fourteenth	1,554,200
	Fifteenth	1,554,200
	Sixteenth	1,554,200
	Seventeenth	1,554,200
	Eighteenth	1,554,200
	Nineteen	1,554,200
	Twentieth	32,638,200




    	251



    	



    

Ship F


 


	K-sure Facility Advance	Amount ($)
	First	2,172,922
	Second	2,172,922
	Third	2,172,922
	Fourth	2,172,922
	Fifth	2,172,922
	Sixth	2,172,922
	Seventh	2,172,922
	Eighth	2,172,922
	Ninth	2,172,922
	Tenth	2,172,922
	Eleventh	2,172,922
	Twelfth	2,172,922
	Thirteenth	2,172,922
	Fourteenth	2,172,922
	Fifteenth	2,172,922
	Sixteenth	2,172,922
	Seventeenth	2,172,922
	Eighteenth	2,172,922
	Nineteen	2,172,922
	Twentieth	2,172,922
	Twenty first	2,172,922
	Twenty second	2,172,922
	Twenty third	2,172,922
	Twenty fourth	2,172,923




    	252



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,059,408
	Second	1,059,408
	Third	1,059,408
	Fourth	1,059,408
	Fifth	1,059,408
	Sixth	1,059,408
	Seventh	1,059,408
	Eighth	1,059,408
	Ninth	1,059,408
	Tenth	1,059,408
	Eleventh	1,059,408
	Twelfth	1,059,408
	Thirteenth	1,059,408
	Fourteenth	1,059,408
	Fifteenth	1,059,408
	Sixteenth	1,059,408
	Seventeenth	1,059,408
	Eighteenth	1,059,408
	Nineteen	1,059,408
	Twentieth	1,059,408
	Twenty first	1,059,408
	Twenty second	1,059,408
	Twenty third	1,059,408
	Twenty fourth	1,059,405




    	253



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,085,862
	Second	1,085,862
	Third	1,085,862
	Fourth	1,085,862
	Fifth	1,085,862
	Sixth	1,085,862
	Seventh	1,085,862
	Eighth	1,085,862
	Ninth	1,085,862
	Tenth	1,085,862
	Eleventh	1,085,862
	Twelfth	1,085,862
	Thirteenth	1,085,862
	Fourteenth	1,085,862
	Fifteenth	1,085,862
	Sixteenth	1,085,862
	Seventeenth	1,085,862
	Eighteenth	1,085,862
	Nineteen	1,085,862
	Twentieth	1,085,862
	Twenty first	1,085,862
	Twenty second	1,085,862
	Twenty third	1,085,862
	Twenty fourth	1,085,863




    	254



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,554,200
	Second	1,554,200
	Third	1,554,200
	Fourth	1,554,200
	Fifth	1,554,200
	Sixth	1,554,200
	Seventh	1,554,200
	Eighth	1,554,200
	Ninth	1,554,200
	Tenth	1,554,200
	Eleventh	1,554,200
	Twelfth	1,554,200
	Thirteenth	1,554,200
	Fourteenth	1,554,200
	Fifteenth	1,554,200
	Sixteenth	1,554,200
	Seventeenth	1,554,200
	Eighteenth	1,554,200
	Nineteen	1,554,200
	Twentieth	32,638,200




    	255



    	



    

Ship G


 


	K-sure Facility Advance	Amount ($)
	First	2,178,235
	Second	2,178,235
	Third	2,178,235
	Fourth	2,178,235
	Fifth	2,178,235
	Sixth	2,178,235
	Seventh	2,178,235
	Eighth	2,178,235
	Ninth	2,178,235
	Tenth	2,178,235
	Eleventh	2,178,235
	Twelfth	2,178,235
	Thirteenth	2,178,235
	Fourteenth	2,178,235
	Fifteenth	2,178,235
	Sixteenth	2,178,235
	Seventeenth	2,178,235
	Eighteenth	2,178,235
	Nineteen	2,178,235
	Twentieth	2,178,235
	Twenty first	2,178,235
	Twenty second	2,178,235
	Twenty third	2,178,235
	Twenty fourth	2,178,230




    	256



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,061,998
	Second	1,061,998
	Third	1,061,998
	Fourth	1,061,998
	Fifth	1,061,998
	Sixth	1,061,998
	Seventh	1,061,998
	Eighth	1,061,998
	Ninth	1,061,998
	Tenth	1,061,998
	Eleventh	1,061,998
	Twelfth	1,061,998
	Thirteenth	1,061,998
	Fourteenth	1,061,998
	Fifteenth	1,061,998
	Sixteenth	1,061,998
	Seventeenth	1,061,998
	Eighteenth	1,061,998
	Nineteen	1,061,998
	Twentieth	1,061,998
	Twenty first	1,061,998
	Twenty second	1,061,998
	Twenty third	1,061,998
	Twenty fourth	1,062,001




    	257



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,088,517
	Second	1,088,517
	Third	1,088,517
	Fourth	1,088,517
	Fifth	1,088,517
	Sixth	1,088,517
	Seventh	1,088,517
	Eighth	1,088,517
	Ninth	1,088,517
	Tenth	1,088,517
	Eleventh	1,088,517
	Twelfth	1,088,517
	Thirteenth	1,088,517
	Fourteenth	1,088,517
	Fifteenth	1,088,517
	Sixteenth	1,088,517
	Seventeenth	1,088,517
	Eighteenth	1,088,517
	Nineteen	1,088,517
	Twentieth	1,088,517
	Twenty first	1,088,517
	Twenty second	1,088,517
	Twenty third	1,088,517
	Twenty fourth	1,088,516




    	258



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,558,000
	Second	1,558,000
	Third	1,558,000
	Fourth	1,558,000
	Fifth	1,558,000
	Sixth	1,558,000
	Seventh	1,558,000
	Eighth	1,558,000
	Ninth	1,558,000
	Tenth	1,558,000
	Eleventh	1,558,000
	Twelfth	1,558,000
	Thirteenth	1,558,000
	Fourteenth	1,558,000
	Fifteenth	1,558,000
	Sixteenth	1,558,000
	Seventeenth	1,558,000
	Eighteenth	1,558,000
	Nineteen	1,558,000
	Twentieth	32,718,000




    	259



    	



    

Ship H


 


	K-sure Facility Advance	Amount ($)
	First	2,178,235
	Second	2,178,235
	Third	2,178,235
	Fourth	2,178,235
	Fifth	2,178,235
	Sixth	2,178,235
	Seventh	2,178,235
	Eighth	2,178,235
	Ninth	2,178,235
	Tenth	2,178,235
	Eleventh	2,178,235
	Twelfth	2,178,235
	Thirteenth	2,178,235
	Fourteenth	2,178,235
	Fifteenth	2,178,235
	Sixteenth	2,178,235
	Seventeenth	2,178,235
	Eighteenth	2,178,235
	Nineteen	2,178,235
	Twentieth	2,178,235
	Twenty first	2,178,235
	Twenty second	2,178,235
	Twenty third	2,178,235
	Twenty fourth	2,178,230




    	260



    	



    

	KEXIM Covered Facility Advance	Amount ($)
	First	1,061,998
	Second	1,061,998
	Third	1,061,998
	Fourth	1,061,998
	Fifth	1,061,998
	Sixth	1,061,998
	Seventh	1,061,998
	Eighth	1,061,998
	Ninth	1,061,998
	Tenth	1,061,998
	Eleventh	1,061,998
	Twelfth	1,061,998
	Thirteenth	1,061,998
	Fourteenth	1,061,998
	Fifteenth	1,061,998
	Sixteenth	1,061,998
	Seventeenth	1,061,998
	Eighteenth	1,061,998
	Nineteen	1,061,998
	Twentieth	1,061,998
	Twenty first	1,061,998
	Twenty second	1,061,998
	Twenty third	1,061,998
	Twenty fourth	1,062,001




    	261



    	



    

	KEXIM Facility Advance	Amount ($)
	First	1,088,517
	Second	1,088,517
	Third	1,088,517
	Fourth	1,088,517
	Fifth	1,088,517
	Sixth	1,088,517
	Seventh	1,088,517
	Eighth	1,088,517
	Ninth	1,088,517
	Tenth	1,088,517
	Eleventh	1,088,517
	Twelfth	1,088,517
	Thirteenth	1,088,517
	Fourteenth	1,088,517
	Fifteenth	1,088,517
	Sixteenth	1,088,517
	Seventeenth	1,088,517
	Eighteenth	1,088,517
	Nineteen	1,088,517
	Twentieth	1,088,517
	Twenty first	1,088,517
	Twenty second	1,088,517
	Twenty third	1,088,517
	Twenty fourth	1,088,516




    	262



    	



    

	Commercial Facility Advance	Amount ($)
	First	1,558,000
	Second	1,558,000
	Third	1,558,000
	Fourth	1,558,000
	Fifth	1,558,000
	Sixth	1,558,000
	Seventh	1,558,000
	Eighth	1,558,000
	Ninth	1,558,000
	Tenth	1,558,000
	Eleventh	1,558,000
	Twelfth	1,558,000
	Thirteenth	1,558,000
	Fourteenth	1,558,000
	Fifteenth	1,558,000
	Sixteenth	1,558,000
	Seventeenth	1,558,000
	Eighteenth	1,558,000
	Nineteen	1,558,000
	Twentieth	32,718,000




    	263



    	



    

SIGNATURES


THE BORROWERS


 


	GAS-eleven LTD.	)	/s/ Simon Crowe
	By:	 Simon Crowe	)	 
	 	 	 	 
	GAS-twelve LTD.	)	/s/ Simon Crowe
	By:	 Simon Crowe	)	 
	 	 	 	 
	GAS-thirteen LTD.	)	/s/ Simon Crowe
	By:	Simon Crowe	)	 
	 	 	 	 
	GAS-fourteen LTD.	)	/s/ Simon Crowe
	By:	Simon Crowe	)	 
	 	 	 	 
	GAS-twenty two LTD.	)	/s/ Simon Crowe
	By:	Simon Crowe	)	 
	 	 	 	 
	GAS-twenty three LTD.	)	/s/ Simon Crowe
	By:	Simon Crowe	)	 
	 	 	 	 
	GAS-twenty four LTD.	)	/s/ Simon Crowe
	By:	Simon Crowe	)	 
	 	 	 	 
	GAS-twenty five LTD.	)	/s/ Simon Crowe
	By:	Simon Crowe	)	 
	 	 	 	 
	THE GUARANTORS	 	 
	 	 	 	 
	EXECUTED as a DEED	)	 
	By Simon Crowe	)	 
	for and on behalf of	)	/s/ Simon Crowe
	GASLOG LTD.	)	Attorney-in-fact
	as Parent and Guarantor	)	 
	in the presence of:	)	 
	 	 	 


	/s/ James Gilbertson	 
	Witness
	Name: James Gilbertson
	Address: 81 Kings Road, London SW3 4XN
	Occupation: Solicitor




    	264



    	



    

	EXECUTED as a DEED	)	 
	By Simon Crowe	)	 
	for and on behalf of	)	 
	GASLOG CARRIERS LTD.	)	/s/ Simon Crowe
	as Guarantor	)	Attorney-in-fact
	in the presence of:	)	 
	 	 	 


	/s/ James Gilbertson	 
	Witness
	Name: James Gilbertson
	Address: 81 Kings Road, London SW3 4XN
	Occupation: Solicitor


 


THE ARRANGERS


 


	CITIBANK, N.A., LONDON BRANCH	)	/s/ Kara Catt
	as Mandated Lead Arranger	)	 
	By:	 Kara Catt	)	 
	 	Vice President	 	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	 
	 	 	 	 
	THE EXPORT-IMPORT BANK OF KOREA	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	 
	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION	)	/s/ Anita L. Gafagnoli
	as Mandated Lead Arranger	)	 
	By:	Anita L. Garfagnoli	 	 
	 	Vice President	)	 
	 	 	 	 
	BNP PARIBAS	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	 
	 	 	 	 
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	 
	 	 	 	 
	CREDIT SUISSE AG	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	 
	 	 	 	 
	HSBC BANK plc	)	/s/ Mark Looi
	as Mandated Lead Arranger	)	 
	By:	Mark Looi	 	 
	 	Director	)	 
	 	 	 	 
	ING BANK N.V., LONDON BRANCH	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	 




    	265



    	



    

	KEB HANA BANK, LONDON BRANCH	)	/s/Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	
	 	 	 	 
	KfW IPEX-BANK GmbH	)	/s/ Dimitrios Beis
	as Mandated Lead Arranger	)	 
	By:	Dimitrios Beis	)	
	 	 	 	 
	NATIONAL AUSTRALIA BANK LIMITED	)	/s/ Quincy Chan
	as Mandated Lead Arranger	)	 
	By:	Quincy Chan	 	
	 	Associate Director	)	
	 	 	 	 
	OVERSEA-CHINESE BANKING CORPORATION LIMITED	)	/s/ Elaine Lam
	as Mandated Lead Arranger	)	 
	By:	Elaine Lam 	 	 
	 	Senior Vice President	)	
	 	 	 	 
	SOCIETE GENERALE	)	/s/ Maria Gkatzi
	as Mandated Lead Arranger	)	 
	By:	Maria Gkatzi	)	
	 	 	 	 
	THE KOREA DEVELOPMENT BANK	)	/s/ Tae Wook Lim
	as Mandated Lead Arranger	)	 
	By:	Tae Wook Lim	 	
	 	Team Head	 	
	 	 	 	 
	THE ORIGINAL K-SURE FACILITY LENDERS	 	 
	 	 	 	 
	CITIBANK N.A., LONDON BRANCH	)	/s/ Kara Catt
	By:	Kara Catt	 	
	 	Vice President	)	
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	
	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION	)	/s/ Anita L. Garfagnoli
	By:	Anita L. Garfagnoli	 	
	 	Vice President	)	
	 	 	 	 
	BNP PARIBAS SEOUL BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	
	 	 	 	 
	 	 	 	 
	CREDIT AGRICOLE CORPORATE INVESTMENT BANK	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	
	 	 	 	 
	CREDIT SUISSE AG	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	
	 	 	 	 
	HSBC BANK plc	)	/s/ Mark Looi
	By:	Mark Looi	 	
	 	Director	 	




    	266



    	



    

	ING BANK N.V., LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	KfW IPEX-BANK GmbH	)	/s/ Dimitrios Beis
	By:	Dimitrios Beis	)	 
	 	 	 	 
	NATIONAL AUSTRALIA BANK LIMITED	)	/s/ Quincy Chan
	By:	Quincy Chan	 	 
	 	Associate Director	)	 
	 	 	 	 
	OVERSEA-CHINESE BANKING CORPORATION LIMITED	)	/s/ Elaine Lam
	By:	Elaine Lam	 	 
	 	Senior Vice President	)	 
	 	 	 	 
	SOCIETE GENERALE	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	THE KOREA DEVELOPMENT BANK	)	/s/ Tae Wook Lim
	By:	Tae Wook Lim	 	 
	 	Team Head	)	 
	 	 	 	 
	THE ORIGINAL KEXIM FACILITY LENDERS	 	 
	 	 	 	 
	THE EXPORT-IMPORT BANK OF KOREA	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	THE ORIGINAL KEXIM COVERED FACILITY LENDERS	 	 
	 	 	 	 
	CITIBANK N.A., LONDON BRANCH	)	/s/ Kara Catt
	By:	Kara Catt	 	 
	 	Vice President	)	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION	)	/s/ Anita L. Garfagnoli
	By:	Anita L. Garfagnoli	 	 
	 	Vice President	)	 
	 	 	 	 
	BNP PARIBAS	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	CREDIT AGRICOLE CORPORATE INVESTMENT BANK	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	CREDIT SUISSE AG	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	HSBC BANK plc	)	/s/ Mark Looi
	By:	Mark Looi	 	 
	 	Director	)	 




    	267



    	



    

	ING BANK N.V., LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	KEB HANA BANK, LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	KfW IPEX-BANK GmbH	)	/s/ Dimitrios Beis
	By:	Dimitrios Beis	)	 
	 	 	 	 
	NATIONAL AUSTRALIA BANK LIMITED	)	/s/ Quincy Chan
	By:	Quincy Chan	 	 
	 	Associate Director	)	 
	 	 	 	 
	OVERSEA-CHINESE BANKING CORPORATION LIMITED	)	/s/ Elaine Lam
	By:	Elaine Lam	 	 
	 	Senior Vice President	)	 
	 	 	 	 
	SOCIETE GENERALE	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	THE ORIGINAL COMMERCIAL FACILITY LENDERS	 	 
	 	 	 	 
	CITIBANK N.A., LONDON BRANCH	)	/s/ Kara Catt
	By:	Kara Catt	 	 
	 	Vice President	)	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	BANK OF AMERICA, NATIONAL ASSOCIATION	)	/s/ Anita L. Garfagnoli
	By:	Anita L. Garfagnoli	 	 
	 	Vice President	)	 
	 	 	 	 
	BNP PARIBAS	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	CREDIT AGRICOLE CORPORATE INVESTMENT BANK	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	CREDIT SUISSE AG	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	HSBC BANK plc	)	/s/ Mark Looi
	By:	Mark Looi	 	 
	 	Director	 	 
	 	 	 	 
	ING BANK N.V., LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	KfW IPEX-BANK GmbH	)	/s/ Dimitrios Beis
	By:	Dimitrios Beis	)	 




    	268



    	



    

	NATIONAL AUSTRALIA BANK LIMITED	)	/s/ Quincy Chan
	By:	Quincy Chan	 	 
	 	Associate Director	)	 
	 	 	 	 
	OVERSEA-CHINESE BANKING CORPORATION LIMITED	)	/s/ Elaine Lam
	By:	Elaine Lam	 	 
	 	Senior Vice President	)	 
	 	 	 	 
	SOCIETE GENERALE	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	THE GLOBAL CO-ORDINATORS	 	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	 
	By:	Maria Gkatzi	)	/s/ Maria Gkatzi
	 	 	 	 
	THE BOOKRUNNERS	 	 
	 	 	 	 
	CITIBANK N.A., LONDON BRANCH	)	/s/ Kara Catt
	By:	Kara Catt	 	 
	 	Vice President	)	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	THE ECA CO-ORDINATOR	 	 
	 	 	 	 
	CITIBANK N.A., LONDON BRANCH	)	/s/ Kara Catt
	By:	Kara Catt	 	 
	 	Vice President	)	 
	 	 	 	 
	THE AGENT	 	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi
	By:	Maria Gkatzi	)	 
	 	 	 	 
	 	 	 	 
	THE ECA AGENT	 	 
	 	 	 	 
	CITIBANK N.A., LONDON BRANCH	)	/s/ Kara Catt
	By:	Kara Catt	 	 
	 	Vice President	)	 
	 	 	 	 
	THE SECURITY AGENT	 	 
	 	 	 	 
	NORDEA BANK AB, LONDON BRANCH	)	/s/ Maria Gkatzi.
	By:	Maria Gkatzi	)	 





    	269