Exhibit 4.12


 



	Private &
    Confidential	Execution
    Version


 


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	18	February 2016



 


 


 


 


	 	GAS-eighteen
    Ltd.	(1)
	 	GAS-nineteen Ltd.	 
	 	GAS-twenty Ltd. 	 
	 	GAS-twenty one Ltd.
    	 
	 	and 	 
	 	GAS-twenty seven Ltd.	 
	 	 	 
	 	arranged by	 
	 	 	 
	 	ABN AMRO BANK N.V.,	(2)
	 	DNB (UK) LTD.	(3)
	 	and	 
	 	DVB BANK AMERICA N.V.	(4)
	 	 	 
	 	with	 
	 	 	 
	 	DNB BANK ASA, LONDON
    BRANCH	(5)
	 	as Agent and Security
    Agent	 


 


 


 


 


 




JUNIOR FACILITY AGREEMENT

$180,000,000 Loan Facility


 



 






    	 



    	



    


Contents


 


	Clause	Page
	 	 
	1	Definitions and interpretation	4
	 	 	 
	2	The Facility	31
	 	 	 
	3	Purpose	33
	 	 	 
	4	Conditions of Utilisation	33
	 	 	 
	5	Utilisation	35
	 	 	 
	6	Repayment	36
	 	 	 
	7	Illegality, prepayment
    and cancellation	36
	 	 	 
	8	Interest	40
	 	 	 
	9	Interest Periods	40
	 	 	 
	10	Changes to the calculation
    of interest	41
	 	 	 
	11	Fees	42
	 	 	 
	12	Tax gross-up and indemnities	44
	 	 	 
	13	Increased Costs	48
	 	 	 
	14	Other indemnities	49
	 	 	 
	15	Mitigation by the Lenders	51
	 	 	 
	16	Costs and expenses	51
	 	 	 
	17	Representations	53
	 	 	 
	18	Information undertakings	59
	 	 	 
	19	General undertakings	62
	 	 	 
	20	Dealings with Ship	67
	 	 	 
	21	Condition and operation
    of Ship	69
	 	 	 
	22	Insurance	73
	 	 	 
	23	Minimum security value	76
	 	 	 
	24	Chartering undertakings	80
	 	 	 
	25	Bank accounts	81
	 	 	 
	26	Business restrictions	82
	 	 	 
	27	Events of Default	85
	 	 	 
	28	Changes to the Lenders	90




    	 



    	



    


	29	Changes to
    the Obligors	93
	 	 	 
	30	Roles of Agent, Security
    Agent and Arrangers	94
	 	 	 
	31	Conduct of business by
    the Finance Parties	109
	 	 	 
	32	Sharing among the Finance
    Parties	111
	 	 	 
	33	Payment mechanics	113
	 	 	 
	34	Set-off	115
	 	 	 
	35	Notices	115
	 	 	 
	36	Calculations and certificates	117
	 	 	 
	37	Partial invalidity	118
	 	 	 
	38	Remedies and waivers	118
	 	 	 
	39	Amendments and waivers	118
	 	 	 
	40	Confidentiality	120
	 	 	 
	41	Confidentiality of Funding
    Rates and Reference Bank Quotations	121
	 	 	 
	42	Counterparts and waiver
    of immunity	122
	 	 	 
	43	Governing law	124
	 	 	 
	44	Enforcement	124
	 	 	 
	Schedule 1 The original parties	125
	 	 	 
	Schedule 2 Ship information	131
	 	 	 
	Schedule 3 Conditions precedent	133
	 	 	 
	Schedule 4 Utilisation Request	138
	 	 	 
	Schedule 5 Form of Transfer Certificate	140




    	 



    	



    


THIS
AGREEMENT is dated                February 2016
and made between:


 


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



 


		(2)	ABN
                                                                                                                                               AMRO
                                                                                                                                               BANK
                                                                                                                                               N.V.,
                                                                                                                                               DNB
                                                                                                                                               (UK)
                                                                                                                                               LTD.
                                                                                                                                               and
                                                                                                                                               DVB
                                                                                                                                               BANK
                                                                                                                                               AMERICA
                                                                                                                                               N.V.
                                                                                                                                               as
                                                                                                                                               mandated
                                                                                                                                               lead
                                                                                                                                               arrangers
                                                                                                                                               (whether
                                                                                                                                               acting
                                                                                                                                               individually
                                                                                                                                               or
                                                                                                                                               together,
                                                                                                                                               the
                                                                                                                                               Arrangers);



 


		(3)	THE
                                                                                                                                               FINANCIAL
                                                                                                                                               INSTITUTIONS
                                                                                                                                               listed
                                                                                                                                               in
                                                                                                                                               Schedule
                                                                                                                                               1
                                                                                                                                               as
                                                                                                                                               lenders
                                                                                                                                               (the
                                                                                                                                               Original
                                                                                                                                               Lenders);



 


		(4)	ABN
                                                                                                                                               AMRO
                                                                                                                                               BANK
                                                                                                                                               N.V.
                                                                                                                                               and
                                                                                                                                               DNB
                                                                                                                                               (UK)
                                                                                                                                               LTD.
                                                                                                                                               as
                                                                                                                                               bookrunners
                                                                                                                                               (the
                                                                                                                                               Bookrunners);



 


		(5)	DNB
                                                                                                                                               BANK
                                                                                                                                               ASA,
                                                                                                                                               LONDON
                                                                                                                                               BRANCH
                                                                                                                                               as
                                                                                                                                               agent
                                                                                                                                               for
                                                                                                                                               the
                                                                                                                                               other
                                                                                                                                               Finance
                                                                                                                                               Parties
                                                                                                                                               (the
                                                                                                                                               Agent);
                                                                                                                                               and



 


		(6)	DNB
                                                                                                                                               BANK
                                                                                                                                               ASA,
                                                                                                                                               LONDON
                                                                                                                                               BRANCH
                                                                                                                                               as
                                                                                                                                               security
                                                                                                                                               agent
                                                                                                                                               for
                                                                                                                                               the
                                                                                                                                               other
                                                                                                                                               Finance
                                                                                                                                               Parties
                                                                                                                                               (the
                                                                                                                                               Security
                                                                                                                                               Agent).



 


IT
IS AGREED as follows:


 


SECTION 1 - INTERPRETATION


 


	1		Definitions and interpretation



 


	1.1		Definitions



 


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


 


12
Month Expiry Date has the meaning given to such term in clause 23.14.1 (Additional security 12 months prior to Charter’s
or Replacement Charter’s expiry).


 


Account
means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 25 (Bank
accounts).


 


Account
Bank means, in relation to any Account, either the Security Agent acting through its London Branch or another bank or financial
institution approved by the Majority Lenders at the request of the Borrowers.


 


Account
Security means, in relation to an Account, a second priority deed or other instrument by the relevant Borrower in favour of
the Security Agent 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 an advance of the Total Commitments in respect of Ship A up to the lesser of (a) 30,000,000 and (b) 16.67 per cent
of the Total Commitments on the date of this Agreement or (as the context may require) the outstanding principal amount of such
borrowing.


 


Advance
B means an advance of the Total Commitments in respect of Ship B up to the lesser of (a) 30,000,000 and (b) 16.67 per cent
of the Total Commitments on the date of this Agreement or (as the context may require) the outstanding principal amount of such
borrowing.


 


Advance
C means an advance of the Total Commitments in respect of Ship C up to the lesser of (a) 30,000,000 and (b) 16.67 per cent
of the Total Commitments on the date of this Agreement or (as the context may require) the outstanding principal amount of such
borrowing.



    	4



    	



    


Advance
D means an advance of the Total Commitments in respect of Ship D up to the lesser of (a) 30,000,000 and (b) 16.67 per cent
of the Total Commitments on the date of this Agreement or (as the context may require) the outstanding principal amount of such
borrowing.


 


Advance
E means an advance of the Total Commitments in respect of Ship E up to the lesser of (a) 60,000,000 and (b) 33.32 per cent
of the total Commitments on the Utilisation Date or (as the context may require) the outstanding principal amount of such borrowing


 


Advances
means Advance A, Advance B, Advance C, Advance D and Advance E 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 under this Agreement.


 


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


 


Approved
Flag State means each of the Cayman Islands, Hong Kong, Greece, the Marshall Islands, Singapore or the United Kingdom or such
other flag state approved by the Lenders.


 


Approved
Valuers means Clarkson Platou Securities, Fearnleys AS, Simpson, Spence & Young Limited, Affinity LNG LLP, Poten &
Partners and Braemar Seascope Limited or such other independent reputable shipbrokers in respect of LNG ships agreed between the
Borrowers and the Majority Lenders from time to time, provided that any such valuer may be withdrawn from the list of Approved
Valuers upon the direction of the Majority Lenders (acting reasonably), in which case such valuer may not then be appointed to
provide valuations unless it is once more approved by agreement between the Borrowers and the Majority Lenders.


 


Auditors
means such auditors appointed by the Group from time to time, details of which shall be notified to the Agent as soon as reasonably
practicable following appointment.


 


Available
Facility means, at any relevant time, such part of the Total Commitments (drawn and undrawn) 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.


 


Available
Commitment means a Lender’s Commitment minus the amount of its participation in the Loan drawn by the Borrower(s).


 


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 Accord) 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
                                                                                                                                                     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.




    	5



    	



    


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 CRD IV and CRR) save to the extent
that such law or regulation re-enacts a Basel II Regulation.


 


BG
Bullet Facilities means:


 


		(a)	a
                                                                                                                                                   loan
                                                                                                                                                   facility
                                                                                                                                                   of
                                                                                                                                                   up
                                                                                                                                                   to
                                                                                                                                                   $325,500,000
                                                                                                                                                   made
                                                                                                                                                   available
                                                                                                                                                   to,
                                                                                                                                                   among
                                                                                                                                                   others,
                                                                                                                                                   Borrower
                                                                                                                                                   A
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   a
                                                                                                                                                   loan
                                                                                                                                                   agreement
                                                                                                                                                   dated
                                                                                                                                                   1
                                                                                                                                                   April
                                                                                                                                                   2014;



 


		(b)	a
                                                                                                                                                   loan
                                                                                                                                                   facility
                                                                                                                                                   of
                                                                                                                                                   up
                                                                                                                                                   to
                                                                                                                                                   $325,500,000
                                                                                                                                                   made
                                                                                                                                                   available
                                                                                                                                                   to
                                                                                                                                                   Borrower
                                                                                                                                                   B,
                                                                                                                                                   Borrower
                                                                                                                                                   C
                                                                                                                                                   and
                                                                                                                                                   Borrower
                                                                                                                                                   D
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   a
                                                                                                                                                   loan
                                                                                                                                                   agreement
                                                                                                                                                   dated
                                                                                                                                                   14
                                                                                                                                                   May
                                                                                                                                                   2014;



 


		(c)	a
                                                                                                                                                   senior
                                                                                                                                                   loan
                                                                                                                                                   facility
                                                                                                                                                   of
                                                                                                                                                   up
                                                                                                                                                   to
                                                                                                                                                   $325,000,000
                                                                                                                                                   made
                                                                                                                                                   available
                                                                                                                                                   to
                                                                                                                                                   Borrower
                                                                                                                                                   E
                                                                                                                                                   and
                                                                                                                                                   Gas-twenty
                                                                                                                                                   six
                                                                                                                                                   Ltd.
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   a
                                                                                                                                                   senior
                                                                                                                                                   loan
                                                                                                                                                   agreement
                                                                                                                                                   dated
                                                                                                                                                   25
                                                                                                                                                   March
                                                                                                                                                   2015;
                                                                                                                                                   and



 


		(d)	a
                                                                                                                                                   junior
                                                                                                                                                   loan
                                                                                                                                                   facility
                                                                                                                                                   of
                                                                                                                                                   up
                                                                                                                                                   to
                                                                                                                                                   $135,000,000
                                                                                                                                                   made
                                                                                                                                                   available
                                                                                                                                                   to
                                                                                                                                                   Borrower
                                                                                                                                                   E
                                                                                                                                                   and
                                                                                                                                                   Gas-twenty
                                                                                                                                                   six
                                                                                                                                                   Ltd.
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   a
                                                                                                                                                   junior
                                                                                                                                                   loan
                                                                                                                                                   agreement
                                                                                                                                                   dated
                                                                                                                                                   25
                                                                                                                                                   March
                                                                                                                                                   2015.



 


Blocked
Deposit Account means any Account described as a “Blocked Deposit Account” under clause 25 (Bank accounts).


 


Borrower
A means the Borrower described as such in Schedule 1 (The original parties).


 


Borrower
B means the Borrower described as such in Schedule 1 (The original parties).


 


Borrower
C means the Borrower described as such in Schedule 1 (The original parties).


 


Borrower
D means the Borrower described as such in Schedule 1 (The original parties).


 


Borrower
E means the Borrower described as such in Schedule 1 (The original parties).


 


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
                                                                                                                                                     the
                                                                                                                                                     Advance
                                                                                                                                                     or
                                                                                                                                                     Unpaid
                                                                                                                                                     Sum
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     last
                                                                                                                                                     day
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     current
                                                                                                                                                     Interest
                                                                                                                                                     Period
                                                                                                                                                     in
                                                                                                                                                     respect
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Advance
                                                                                                                                                     or
                                                                                                                                                     Unpaid
                                                                                                                                                     Sum
                                                                                                                                                     had
                                                                                                                                                     the
                                                                                                                                                     principal
                                                                                                                                                     amount
                                                                                                                                                     or
                                                                                                                                                     Unpaid
                                                                                                                                                     Sum
                                                                                                                                                     received
                                                                                                                                                     been
                                                                                                                                                     paid
                                                                                                                                                     on
                                                                                                                                                     the
                                                                                                                                                     last
                                                                                                                                                     day
                                                                                                                                                     of
                                                                                                                                                     that
                                                                                                                                                     Interest
                                                                                                                                                     Period;




    	6



    	



    


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.



 


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


 


Change of Control occurs
if otherwise than in accordance with the provisions of clause 19.6 (Change of business or ownership):


 


		(a)	two
                                                                                                                                                     or
                                                                                                                                                     more
                                                                                                                                                     persons
                                                                                                                                                     acting
                                                                                                                                                     in
                                                                                                                                                     concert
                                                                                                                                                     or
                                                                                                                                                     any
                                                                                                                                                     individual
                                                                                                                                                     person
                                                                                                                                                     (other
                                                                                                                                                     than
                                                                                                                                                     the
                                                                                                                                                     current
                                                                                                                                                     beneficial
                                                                                                                                                     owners
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Relevant
                                                                                                                                                     Company)
                                                                                                                                                     has
                                                                                                                                                     or
                                                                                                                                                     acquires
                                                                                                                                                     the
                                                                                                                                                     right
                                                                                                                                                     or
                                                                                                                                                     ability
                                                                                                                                                     to
                                                                                                                                                     control,
                                                                                                                                                     either
                                                                                                                                                     directly
                                                                                                                                                     or
                                                                                                                                                     indirectly,
                                                                                                                                                     the
                                                                                                                                                     affairs
                                                                                                                                                     or
                                                                                                                                                     the
                                                                                                                                                     composition
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     majority
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     board
                                                                                                                                                     of
                                                                                                                                                     directors
                                                                                                                                                     (or
                                                                                                                                                     equivalent)
                                                                                                                                                     of
                                                                                                                                                     GasLog;
                                                                                                                                                     or



 


		(b)	GasLog
                                                                                                                                                     Carriers
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly
                                                                                                                                                     owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     either
                                                                                                                                                     GasLog
                                                                                                                                                     or
                                                                                                                                                     GLOP
                                                                                                                                                     (if
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers
                                                                                                                                                     has
                                                                                                                                                     become
                                                                                                                                                     a
                                                                                                                                                     wholly
                                                                                                                                                     owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GLOP
                                                                                                                                                     in
                                                                                                                                                     accordance
                                                                                                                                                     with
                                                                                                                                                     clause
                                                                                                                                                     19.6
                                                                                                                                                     (Change
                                                                                                                                                     of
                                                                                                                                                     business
                                                                                                                                                     or
                                                                                                                                                     ownership);
                                                                                                                                                     or



 


		(c)	less
                                                                                                                                                     than
                                                                                                                                                     a
                                                                                                                                                     majority
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     directors
                                                                                                                                                     of
                                                                                                                                                     GLOP
                                                                                                                                                     are
                                                                                                                                                     appointed
                                                                                                                                                     by
                                                                                                                                                     GasLog
                                                                                                                                                     Partners
                                                                                                                                                     GPLLC
                                                                                                                                                     (on
                                                                                                                                                     behalf
                                                                                                                                                     of
                                                                                                                                                     GasLog);
                                                                                                                                                     or



 


		(d)	GasLog
                                                                                                                                                     Partners
                                                                                                                                                     GPLLC
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GasLog;
                                                                                                                                                     or



 


		(e)	GasLog
                                                                                                                                                     Partners
                                                                                                                                                     GPLLC
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     the
                                                                                                                                                     general
                                                                                                                                                     partner
                                                                                                                                                     of
                                                                                                                                                     GLOP;
                                                                                                                                                     or



 


		(f)	GPHL
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GLOP;
                                                                                                                                                     or



 


		(g)	Borrower
                                                                                                                                                     B,
                                                                                                                                                     Borrower
                                                                                                                                                     C
                                                                                                                                                     or
                                                                                                                                                     Borrower
                                                                                                                                                     D
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GPHL
                                                                                                                                                     or,
                                                                                                                                                     as
                                                                                                                                                     the
                                                                                                                                                     case
                                                                                                                                                     may
                                                                                                                                                     be,
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers;



 


		(h)	prior
                                                                                                                                                     to
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     1,
                                                                                                                                                     either
                                                                                                                                                     of
                                                                                                                                                     Borrower
                                                                                                                                                     A
                                                                                                                                                     or
                                                                                                                                                     Borrower
                                                                                                                                                     E
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers;
                                                                                                                                                     or



 


		(i)	prior
                                                                                                                                                     to
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     2,
                                                                                                                                                     the
                                                                                                                                                     Borrower
                                                                                                                                                     subject
                                                                                                                                                     to
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     1
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GPHL
                                                                                                                                                     or
                                                                                                                                                     the
                                                                                                                                                     remaining
                                                                                                                                                     Borrower
                                                                                                                                                     which
                                                                                                                                                     continues
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers
                                                                                                                                                     upon
                                                                                                                                                     or
                                                                                                                                                     after
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     1
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers
                                                                                                                                                     ;
                                                                                                                                                     or



 


		(j)	upon
                                                                                                                                                     or
                                                                                                                                                     after
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     2,
                                                                                                                                                     either
                                                                                                                                                     of
                                                                                                                                                     Borrower
                                                                                                                                                     A
                                                                                                                                                     or
                                                                                                                                                     Borrower
                                                                                                                                                     E
                                                                                                                                                     ceases
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     a
                                                                                                                                                     wholly-owned
                                                                                                                                                     subsidiary
                                                                                                                                                     of
                                                                                                                                                     GPHL
                                                                                                                                                     or,
                                                                                                                                                     as
                                                                                                                                                     the
                                                                                                                                                     case
                                                                                                                                                     may
                                                                                                                                                     be,
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers.



 


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 for that Ship approved by the Lenders details of which are provided in Schedule 2 (Ship information).


 


Charter Assignment means
a second priority assignment by the relevant Owner of its interest in the Charter Documents in favour of the Security Agent in
the agreed form.


 


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



    	7



    	



    


Charter Expiry Notice has
the meaning given to such term in clause 23.14.1 (Additional security 12 months prior to Charter’s or Replacement Charter’s
expiry).


 


Charter Master Agreement
means the master time charter party agreement in respect of Ship E (among others) dated 25 March 2015 entered into between
Borrower E, GAS-twenty six Ltd. and the Charterer.


 


Charterer means, in
relation to a Ship, the charterer named in Schedule 2 (Ship information) as charterer of that Ship, or such other charterer
of that Ship under a Replacement Charter.


 


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 or delayed), at the request of the relevant Owner.


 


Classification Society
means, in relation to a Ship, the classification society specified in Schedule 2 (Ship information) or another classification
society being a member of the International Association of Classification Societies or, if such association no longer exists,
any similar association nominated by the Borrowers and, in any event, as 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.


 


Commercial Manager means
GasLog or another manager appointed as the commercial manager of a Ship by the relevant Owner in accordance with clause 20.4 (Manager).


 


Commitment means:


 


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



 


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



 


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


 


Confidential Information
means all information relating to an Obligor, the Group, the Finance Documents, the Charter Documents or the Facility of which
a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance
Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:


 


		(a)	any
                                                                                                                                                     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:


 


		(i)	information
                                                                                                                                                    that:



 


		(A)	is
                                                                                                                                                    or
                                                                                                                                                    becomes
                                                                                                                                                    public
                                                                                                                                                    information
                                                                                                                                                    other
                                                                                                                                                    than
                                                                                                                                                    as
                                                                                                                                                    a
                                                                                                                                                    direct
                                                                                                                                                    or
                                                                                                                                                    indirect
                                                                                                                                                    result
                                                                                                                                                    of
                                                                                                                                                    any
                                                                                                                                                    breach
                                                                                                                                                    by
                                                                                                                                                    that
                                                                                                                                                    Finance
                                                                                                                                                    Party
                                                                                                                                                    of
                                                                                                                                                    clause
                                                                                                                                                    40
                                                                                                                                                    (Confidentiality);
                                                                                                                                                    or




    	8



    	



    


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



 


		(C)	is
                                                                                                                                                    known
                                                                                                                                                    by
                                                                                                                                                    that
                                                                                                                                                    Finance
                                                                                                                                                    Party
                                                                                                                                                    before
                                                                                                                                                    the
                                                                                                                                                    date
                                                                                                                                                    the
                                                                                                                                                    information
                                                                                                                                                    is
                                                                                                                                                    disclosed
                                                                                                                                                    to
                                                                                                                                                    it
                                                                                                                                                    in
                                                                                                                                                    accordance
                                                                                                                                                    with
                                                                                                                                                    paragraphs
                                                                                                                                                    (a)
                                                                                                                                                    or
                                                                                                                                                    (b)
                                                                                                                                                    above
                                                                                                                                                    or
                                                                                                                                                    is
                                                                                                                                                    lawfully
                                                                                                                                                    obtained
                                                                                                                                                    by
                                                                                                                                                    that
                                                                                                                                                    Finance
                                                                                                                                                    Party
                                                                                                                                                    after
                                                                                                                                                    that
                                                                                                                                                    date,
                                                                                                                                                    from
                                                                                                                                                    a
                                                                                                                                                    source
                                                                                                                                                    which
                                                                                                                                                    is,
                                                                                                                                                    as
                                                                                                                                                    far
                                                                                                                                                    as
                                                                                                                                                    that
                                                                                                                                                    Finance
                                                                                                                                                    Party
                                                                                                                                                    is
                                                                                                                                                    aware,
                                                                                                                                                    unconnected
                                                                                                                                                    with
                                                                                                                                                    the
                                                                                                                                                    Group
                                                                                                                                                    and
                                                                                                                                                    which,
                                                                                                                                                    in
                                                                                                                                                    either
                                                                                                                                                    case,
                                                                                                                                                    as
                                                                                                                                                    far
                                                                                                                                                    as
                                                                                                                                                    that
                                                                                                                                                    Finance
                                                                                                                                                    Party
                                                                                                                                                    is
                                                                                                                                                    aware,
                                                                                                                                                    has
                                                                                                                                                    not
                                                                                                                                                    been
                                                                                                                                                    obtained
                                                                                                                                                    in
                                                                                                                                                    breach
                                                                                                                                                    of,
                                                                                                                                                    and
                                                                                                                                                    is
                                                                                                                                                    not
                                                                                                                                                    otherwise
                                                                                                                                                    subject
                                                                                                                                                    to,
                                                                                                                                                    any
                                                                                                                                                    obligation
                                                                                                                                                    of
                                                                                                                                                    confidentiality;
                                                                                                                                                    and



 


		(ii)	any
                                                                                                                                                     Funding
                                                                                                                                                     Rate
                                                                                                                                                     or
                                                                                                                                                     Reference
                                                                                                                                                     Bank
                                                                                                                                                     Quotation.



 


Confirmation Memorandum
means the confirmation memorandum in respect of Ship E regulated by the Charter Master Agreement, details of which are provided
in Schedule 2 (Ship information).


 


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


 


CRD IV means directive
2013/36/EU of the European Union.


 


CRR means regulation
575/2013 of the European Union.


 


Deed of Covenant means,
in relation to a Ship, a second deed of covenant 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
                                                                                                                                                     Disruption
                                                                                                                                                     Event;
                                                                                                                                                     and
	 	 	 
	 	payment is made within three
Business Days of its due date; or



 


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



 


Disposal Repayment Date
means in relation to:


 


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




    	9



    	



    


		(b)	a
                                                                                                                                                     sale
                                                                                                                                                     of
                                                                                                                                                     a
                                                                                                                                                     Mortgaged
                                                                                                                                                     Ship
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     Owner,
                                                                                                                                                     the
                                                                                                                                                     date
                                                                                                                                                     upon
                                                                                                                                                     which
                                                                                                                                                     such
                                                                                                                                                     sale
                                                                                                                                                     is
                                                                                                                                                     completed
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     transfer
                                                                                                                                                     of
                                                                                                                                                     title
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     purchaser
                                                                                                                                                     in
                                                                                                                                                     exchange
                                                                                                                                                     for
                                                                                                                                                     payment
                                                                                                                                                     of
                                                                                                                                                     all
                                                                                                                                                     or
                                                                                                                                                     part
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     purchase
                                                                                                                                                     price.



 


Disruption Event means
either or both of:


 


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



 


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



 


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



 


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



 


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


 


Drop Down means either
a Drop Down 1 or a Drop Down 2.


 


Drop Down 1 means a transfer
of shares in either one of Borrower A or Borrower E to GPHL or GLOP directly or indirectly, in accordance with the provisions
of clause 19.6 (Change of business or ownership) and being the first such transfer to occur.


 


Drop Down 2 means a transfer
of shares in both Borrower A and Borrower E or, if a Drop Down 1 has previously occurred, a transfer of the shares in whichever
of Borrower A or Borrower E remained with Gaslog Carriers following Drop Down 1, in either case, to GPHL or GLOP directly or indirectly,
in accordance with the provisions of clause 19.6 (Change of business or ownership).


 


Earnings means, in relation
to a Ship and a person, all money at any time payable (actually or contingently) to that person for or in relation to the use
or operation of such Ship including, but not limited to, 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.


 


Enforcement Costs means
any costs, expenses, liabilities or other amounts in respect of which any amount is payable under clauses 14.4 (Indemnity concerning
security) or 16.3 (Enforcement, preservation and other costs) or under any other Finance Document to which those provisions
apply and any remuneration payable to a Receiver in connection with any Security Documents.


 


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.




    	10



    	



    


Environmental Incident
means any Spill from any Fleet 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 27 (Events of Default).


 


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


 


Facility Office means:


 


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



 


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



 


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 irrevocably, indefeasibly and unconditionally been
fully paid and discharged.


 


FATCA means:


 


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



 


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



 


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



 


FATCA Application Date
means:


 


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



 


		(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
                                                                                                                                                     2019;
                                                                                                                                                     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
                                                                                                                                                     2019,




    	11



    	



    


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 Letter means any
letter dated on or before the date of this Agreement between the Arrangers (or any of them) and the Borrowers (or
the Agent or the Bookrunner and the Borrowers) setting out, inter alia, any of the fees referred to in clause 11 (Fees).


 


Final Repayment Date
means, in relation to each Advance, subject to clause 33.7 (Business Days), the earlier of (a) 24 months after the relevant
Utilisation Date for that Advance and (b) 8 April 2018.


 


Finance Documents means
this Agreement, any Fee Letter, the Security Documents, any Transfer Certificate, the Intercreditor Agreement and any deed of
accession supplemental to it and any other document designated as such by the Agent and the Borrowers.


 


Finance Party means
the Agent, the Security Agent, any Arranger, the Bookrunner or a Lender.


 


Financial Indebtedness
means any indebtedness for or in respect of:


 


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



 


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



 


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



 


		(d)	the
                                                                                                                                                     amount
                                                                                                                                                     of
                                                                                                                                                     any
                                                                                                                                                     liability
                                                                                                                                                     in
                                                                                                                                                     respect
                                                                                                                                                     of
                                                                                                                                                     any
                                                                                                                                                     lease
                                                                                                                                                     or
                                                                                                                                                     hire
                                                                                                                                                     purchase
                                                                                                                                                     contract
                                                                                                                                                     which
                                                                                                                                                     would,
                                                                                                                                                     in
                                                                                                                                                     accordance
                                                                                                                                                     with
                                                                                                                                                     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
                                                                                                                                                     shall
                                                                                                                                                     be
                                                                                                                                                     taken
                                                                                                                                                     into
                                                                                                                                                     account
                                                                                                                                                     and/or,
                                                                                                                                                     if
                                                                                                                                                     any
                                                                                                                                                     actual
                                                                                                                                                     amount
                                                                                                                                                     is
                                                                                                                                                     due
                                                                                                                                                     as
                                                                                                                                                     a
                                                                                                                                                     result
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     termination
                                                                                                                                                     or
                                                                                                                                                     close
                                                                                                                                                     out
                                                                                                                                                     of
                                                                                                                                                     a
                                                                                                                                                     Treasure
                                                                                                                                                     Transaction,
                                                                                                                                                     that
                                                                                                                                                     also
                                                                                                                                                     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




    	12



    	



    


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



 


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 20.1(b) (Ship’s name and registration) are complied with), or
such other state or territory as may be approved in writing by the Lenders in accordance with clause 20.1(b), 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
Ship and any other vessel directly or indirectly owned by any Obligor or any Subsidiary of an Obligor.


 


Funding Rate means any
individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of clause 10.4 (Cost of funds).


 


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


 


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


 


GasLog Carriers Guarantee
means the guarantee, executed by GasLog Carriers in favour of the Security Agent in the agreed form.


 


GasLog Guarantee means
the guarantee, executed by GasLog in favour of the Security Agent in the agreed form.


 


GasLog LNG means the
company described as such in Schedule 1 (The Original Parties).


 


GLOP means GasLog Partners
LP, a master limited partnership formed under the laws of the Marshall Islands and listed with an Approved Exchange.


 


GLOP Guarantee means
the guarantee to be executed by GLOP in favour of the Security Agent in the agreed form pursuant to clause 19.6 (Change of
business or ownership).


 


GPHL means GasLog Partners
Holdings LLC, a limited liability corporation incorporated under the laws of the Marshall Islands.


 


GPHL Guarantee means
the guarantee to be executed by GPHL in favour of the Security Agent in the agreed form pursuant to clause 19.6 (Change of
business or ownership).


 


Group means GasLog and
its Subsidiaries for the time being and GLOP and its Subsidiaries for the time being save that:


 


		(a)	for
                                                                                                                                                     the
                                                                                                                                                     purposes
                                                                                                                                                     of
                                                                                                                                                     clause
                                                                                                                                                     18.1
                                                                                                                                                     (Financial
                                                                                                                                                     Statements)
                                                                                                                                                     in
                                                                                                                                                     relation
                                                                                                                                                     to
                                                                                                                                                     GasLog
                                                                                                                                                     or
                                                                                                                                                     clause
                                                                                                                                                     5
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     GasLog
                                                                                                                                                     Guarantee
                                                                                                                                                     (financial
                                                                                                                                                     covenants),
                                                                                                                                                     it
                                                                                                                                                     means
                                                                                                                                                     GasLog
                                                                                                                                                     and
                                                                                                                                                     any
                                                                                                                                                     other
                                                                                                                                                     entity
                                                                                                                                                     required
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     treated
                                                                                                                                                     as
                                                                                                                                                     a
                                                                                                                                                     Subsidiary
                                                                                                                                                     of
                                                                                                                                                     GasLog
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     person’s
                                                                                                                                                     consolidated
                                                                                                                                                     accounts
                                                                                                                                                     in
                                                                                                                                                     accordance
                                                                                                                                                     with
                                                                                                                                                     GAAP
                                                                                                                                                     and/or
                                                                                                                                                     any
                                                                                                                                                     applicable
                                                                                                                                                     law;
                                                                                                                                                     and



 


		(b)	for
                                                                                                                                                     the
                                                                                                                                                     purposes
                                                                                                                                                     of
                                                                                                                                                     clause
                                                                                                                                                     18.1
                                                                                                                                                     (Financial
                                                                                                                                                     Statements)
                                                                                                                                                     in
                                                                                                                                                     relation
                                                                                                                                                     to
                                                                                                                                                     GLOP
                                                                                                                                                     or
                                                                                                                                                     clause
                                                                                                                                                     5
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     GLOP
                                                                                                                                                     Guarantee
                                                                                                                                                     (financial
                                                                                                                                                     covenants),
                                                                                                                                                     it
                                                                                                                                                     means
                                                                                                                                                     GLOP
                                                                                                                                                     and
                                                                                                                                                     any
                                                                                                                                                     other
                                                                                                                                                     entity
                                                                                                                                                     required
                                                                                                                                                     to
                                                                                                                                                     be
                                                                                                                                                     treated
                                                                                                                                                     as
                                                                                                                                                     a
                                                                                                                                                     Subsidiary
                                                                                                                                                     of
                                                                                                                                                     GLOP
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     person’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.



    	13



    	



    


Guarantees means:


 


		(a)	prior
                                                                                                                                                    to
                                                                                                                                                    Drop
                                                                                                                                                    Down
                                                                                                                                                    2,
                                                                                                                                                    the
                                                                                                                                                    GasLog
                                                                                                                                                    Guarantee,
                                                                                                                                                    the
                                                                                                                                                    GasLog
                                                                                                                                                    Carriers
                                                                                                                                                    Guarantee,
                                                                                                                                                    the
                                                                                                                                                    GLOP
                                                                                                                                                    Guarantee
                                                                                                                                                    and
                                                                                                                                                    GPHL
                                                                                                                                                    Guarantee;
                                                                                                                                                    or



 


		(b)	upon
                                                                                                                                                     or
                                                                                                                                                     after
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     2,
                                                                                                                                                     the
                                                                                                                                                     GasLog
                                                                                                                                                     Guarantee,
                                                                                                                                                     the
                                                                                                                                                     GLOP
                                                                                                                                                     Guarantee
                                                                                                                                                     and
                                                                                                                                                     GPHL
                                                                                                                                                     Guarantee,



 


and Guarantee means
any of them.


 


Guarantors means:


 


		(a)	prior
                                                                                                                                                     to
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     2,
                                                                                                                                                     GasLog,
                                                                                                                                                     GasLog
                                                                                                                                                     Carriers,
                                                                                                                                                     GPHL
                                                                                                                                                     and
                                                                                                                                                     GLOP;
                                                                                                                                                     or



 


		(b)	upon
                                                                                                                                                     or
                                                                                                                                                     after
                                                                                                                                                     Drop
                                                                                                                                                     Down
                                                                                                                                                     2,
                                                                                                                                                     GasLog,
                                                                                                                                                     GLOP
                                                                                                                                                     and
                                                                                                                                                     GPHL,



 


and Guarantor means
any of them.


 


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


 


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


 


Indemnified Person means:


 


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



 


		(b)	each
                                                                                                                                                     Affiliate
                                                                                                                                                     of
                                                                                                                                                     each
                                                                                                                                                     Finance
                                                                                                                                                     Party
                                                                                                                                                     and
                                                                                                                                                     each
                                                                                                                                                     Receiver;
                                                                                                                                                     and



 


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



 


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;



 


		(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,
                                                                                                                                                     other
                                                                                                                                                     than,
                                                                                                                                                     in
                                                                                                                                                     each
                                                                                                                                                     case,
                                                                                                                                                     any
                                                                                                                                                     Undisclosed
                                                                                                                                                     Administration;



 


		(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




    	14



    	



    


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



 


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



 


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



 


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



 


		(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 such Ship’s Deed of Covenant or in another form approved
by the Lenders.


 


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.


 


Intercreditor Agreement
means the intercreditor agreement dated on or about the date of this Agreement and entered into between, inter alios, the
Agent, the Security Agent, the Lenders, the Borrowers and the Senior Finance Parties.


 


Interest Period means,
in relation to an 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 an Interest Period with respect to an Advance or any part of it or any Unpaid Sum, the rate
(rounded to the same number of decimal places as the two 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;
                                                                                                                                                     and




    	15



    	



    


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



 


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


 


Last Availability Date
means 8 April 2016 (or such later date as may be approved by the Lenders).


 


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
                                                                                                                                                     the
                                                                                                                                                     Foreign
                                                                                                                                                     Limitation
                                                                                                                                                     Period
                                                                                                                                                     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



 


		(d)	any
                                                                                                                                                     other
                                                                                                                                                     matters
                                                                                                                                                     which
                                                                                                                                                     are
                                                                                                                                                     set
                                                                                                                                                     out
                                                                                                                                                     as
                                                                                                                                                     qualifications
                                                                                                                                                     or
                                                                                                                                                     reservations
                                                                                                                                                     as
                                                                                                                                                     to
                                                                                                                                                     matters
                                                                                                                                                     of
                                                                                                                                                     law
                                                                                                                                                     of
                                                                                                                                                     general
                                                                                                                                                     application
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     legal
                                                                                                                                                     opinions
                                                                                                                                                     provided
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     Agent
                                                                                                                                                     pursuant
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     conditions
                                                                                                                                                     precedent
                                                                                                                                                     set
                                                                                                                                                     out
                                                                                                                                                     in
                                                                                                                                                     Schedule
                                                                                                                                                     3
                                                                                                                                                     (Conditions
                                                                                                                                                     precedent);
                                                                                                                                                     and



 


		(e)	the
                                                                                                                                                     principle
                                                                                                                                                     that
                                                                                                                                                     an
                                                                                                                                                     assignment
                                                                                                                                                     of
                                                                                                                                                     protection
                                                                                                                                                     and
                                                                                                                                                     indemnity
                                                                                                                                                     risks
                                                                                                                                                     insurance
                                                                                                                                                     may
                                                                                                                                                     only
                                                                                                                                                     be
                                                                                                                                                     valid
                                                                                                                                                     and
                                                                                                                                                     effective
                                                                                                                                                     against
                                                                                                                                                     a
                                                                                                                                                     third
                                                                                                                                                     party
                                                                                                                                                     for
                                                                                                                                                     limited
                                                                                                                                                     purposes
                                                                                                                                                     permitted
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     terms
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     entry
                                                                                                                                                     of
                                                                                                                                                     a
                                                                                                                                                     Ship
                                                                                                                                                     with
                                                                                                                                                     a
                                                                                                                                                     protection
                                                                                                                                                     and
                                                                                                                                                     indemnity
                                                                                                                                                     risks
                                                                                                                                                     association,
                                                                                                                                                     as
                                                                                                                                                     supplemented
                                                                                                                                                     by
                                                                                                                                                     any
                                                                                                                                                     letter
                                                                                                                                                     of
                                                                                                                                                     undertaking
                                                                                                                                                     issued
                                                                                                                                                     by
                                                                                                                                                     such
                                                                                                                                                     a
                                                                                                                                                     protection
                                                                                                                                                     and
                                                                                                                                                     indemnity
                                                                                                                                                     risks
                                                                                                                                                     association.



 


Lender means:


 


		(a)	any
                                                                                                                                                     Original
                                                                                                                                                     Lender;
                                                                                                                                                     and



 


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



 


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


 


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


 


		(a)	the
                                                                                                                                                     applicable
                                                                                                                                                     Screen
                                                                                                                                                     Rate;
                                                                                                                                                     or



 


		(b)	if
                                                                                                                                                     no
                                                                                                                                                     Screen
                                                                                                                                                     Rate
                                                                                                                                                     is
                                                                                                                                                     available
                                                                                                                                                     for
                                                                                                                                                     dollars
                                                                                                                                                     for
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     Interest
                                                                                                                                                     Period,
                                                                                                                                                     the
                                                                                                                                                     Interpolated
                                                                                                                                                     Screen
                                                                                                                                                     Rate
                                                                                                                                                     for
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     Interest
                                                                                                                                                     Period;
                                                                                                                                                     or



 


		(c)	if
                                                                                                                                                     no
                                                                                                                                                     Screen
                                                                                                                                                     Rate
                                                                                                                                                     is
                                                                                                                                                     available
                                                                                                                                                     for
                                                                                                                                                     dollars
                                                                                                                                                     for
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     Interest
                                                                                                                                                     Period
                                                                                                                                                     and
                                                                                                                                                     it
                                                                                                                                                     is
                                                                                                                                                     not
                                                                                                                                                     possible
                                                                                                                                                     to
                                                                                                                                                     calculate
                                                                                                                                                     an
                                                                                                                                                     Interpolated
                                                                                                                                                     Screen
                                                                                                                                                     Rate
                                                                                                                                                     for
                                                                                                                                                     that
                                                                                                                                                     Interest
                                                                                                                                                     Period,
                                                                                                                                                     the
                                                                                                                                                     Reference
                                                                                                                                                     Bank
                                                                                                                                                     Rate,



 


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


 


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



    	16



    	



    


Losses means any costs,
expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments,
orders or other sanctions.


 


Loss Payable Clauses
means, in relation to a Ship, the provisions concerning payment of claims under the Ship’s Insurances in the form scheduled
to such Ship’s Deed of Covenant or in another form approved by the Lenders.


 


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 respect of each of Ship A, Ship B, Ship C and Ship D,  $3,000,000 (or the equivalent in any other currency) and in respect
of Ship E $5,000,000 (or the equivalent in any other currency).


 


Majority Lenders means:


 


		(a)	if
                                                                                                                                                     no
                                                                                                                                                     part
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Loan
                                                                                                                                                     is
                                                                                                                                                     then
                                                                                                                                                     outstanding,
                                                                                                                                                     a
                                                                                                                                                     Lender
                                                                                                                                                     or
                                                                                                                                                     Lenders
                                                                                                                                                     whose
                                                                                                                                                     Commitments
                                                                                                                                                     aggregate
                                                                                                                                                     more
                                                                                                                                                     than
                                                                                                                                                     662/3
                                                                                                                                                     per
                                                                                                                                                     cent
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Total
                                                                                                                                                     Commitments
                                                                                                                                                     (or,
                                                                                                                                                     if
                                                                                                                                                     the
                                                                                                                                                     Total
                                                                                                                                                     Commitments
                                                                                                                                                     have
                                                                                                                                                     been
                                                                                                                                                     reduced
                                                                                                                                                     to
                                                                                                                                                     zero,
                                                                                                                                                     aggregated
                                                                                                                                                     more
                                                                                                                                                     than
                                                                                                                                                     662/3
                                                                                                                                                     per
                                                                                                                                                     cent
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Total
                                                                                                                                                     Commitments
                                                                                                                                                     immediately
                                                                                                                                                     prior
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     reduction);
                                                                                                                                                     or



 


		(b)	at
                                                                                                                                                     any
                                                                                                                                                     other
                                                                                                                                                     time,
                                                                                                                                                     a
                                                                                                                                                     Lender
                                                                                                                                                     or
                                                                                                                                                     Lenders
                                                                                                                                                     whose
                                                                                                                                                     participations
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     Loan
                                                                                                                                                     aggregate
                                                                                                                                                     more
                                                                                                                                                     than
                                                                                                                                                     662/3
                                                                                                                                                     per
                                                                                                                                                     cent
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Loan.



 


Manager means the Commercial
Manager or the Technical Manager (as the case may be) and Managers mean both of them.


 


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 20.4 (Manager).


 


Margin means:


 


		(a)	for
                                                                                                                                                     the
                                                                                                                                                     period
                                                                                                                                                     from
                                                                                                                                                     the
                                                                                                                                                     date
                                                                                                                                                     of
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     until
                                                                                                                                                     the
                                                                                                                                                     date
                                                                                                                                                     six
                                                                                                                                                     months
                                                                                                                                                     after
                                                                                                                                                     the
                                                                                                                                                     first
                                                                                                                                                     Utilisation
                                                                                                                                                     Date
                                                                                                                                                     (the
                                                                                                                                                     Initial Period),
4 per cent per annum;
	 	 	 
	 	(b)	for the period
from the end of the Initial Period until the date twelve months after the first Utilisation Date (the Second Period),
4.5 per cent per annum;
	 	 	 
	 	(c)	for the period
from the end of the Second Period until the date fifteen months after the first Utilisation Date (the Third Period), 5
per cent per annum;



 


		(d)	for
                                                                                                                                                     the
                                                                                                                                                     period
                                                                                                                                                     from
                                                                                                                                                     the
                                                                                                                                                     end
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Third
                                                                                                                                                     Period
                                                                                                                                                     until
                                                                                                                                                     the
                                                                                                                                                     date
                                                                                                                                                     eighteen
                                                                                                                                                     months
                                                                                                                                                     after
                                                                                                                                                     the
                                                                                                                                                     first
                                                                                                                                                     Utilisation
                                                                                                                                                     Date
                                                                                                                                                     (the
                                                                                                                                                     Fourth
                                                                                                                                                     Period),
                                                                                                                                                     5.5
                                                                                                                                                     per
                                                                                                                                                     cent
                                                                                                                                                     per
                                                                                                                                                     annum;
	 	 	 
	 	(e)	for the period
from the end of the Fourth Period until the date twenty one months after the first Utilisation Date (the Fifth
Period), 6 per cent per annum;
	 	 	 
	 	(f)	for the remainder of
the Facility Period, 6.5 per cent per annum.



 


Material Adverse Effect
means


 


		(a)	in
                                                                                                                                               respect
                                                                                                                                               of
                                                                                                                                               clauses
                                                                                                                                               17.5.2,
                                                                                                                                               17.14.2,
                                                                                                                                               17.15,
                                                                                                                                               17.16,
                                                                                                                                               17.17
                                                                                                                                               and
                                                                                                                                               17.18
                                                                                                                                               on
                                                                                                                                               the
                                                                                                                                               dates
                                                                                                                                               of
                                                                                                                                               this
                                                                                                                                               Agreement,
                                                                                                                                               the
                                                                                                                                               first
                                                                                                                                               Utilisation
                                                                                                                                               Request
                                                                                                                                               and
                                                                                                                                               the
                                                                                                                                               first
                                                                                                                                               Utilisation
                                                                                                                                               only,
                                                                                                                                               a
                                                                                                                                               material
                                                                                                                                               adverse
                                                                                                                                               effect
                                                                                                                                               on:



 


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




    	17



    	



    


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



 


		(iii)	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
                                                                                                                                                      the
                                                                                                                                                      rights
                                                                                                                                                      or
                                                                                                                                                      remedies
                                                                                                                                                      of
                                                                                                                                                      any
                                                                                                                                                      Finance
                                                                                                                                                      Party
                                                                                                                                                      under
                                                                                                                                                      any
                                                                                                                                                      of
                                                                                                                                                      the
                                                                                                                                                      Finance
                                                                                                                                                      Documents;
                                                                                                                                                      and



 


		(b)	at
                                                                                                                                                     all
                                                                                                                                                     other
                                                                                                                                                     times,
                                                                                                                                                     a
                                                                                                                                                     material
                                                                                                                                                     adverse
                                                                                                                                                     effect
                                                                                                                                                     on:



 


		(i)	the
                                                                                                                                                    business,
                                                                                                                                                    operations,
                                                                                                                                                    property,
                                                                                                                                                    financial
                                                                                                                                                    condition
                                                                                                                                                    or
                                                                                                                                                    performance
                                                                                                                                                    of
                                                                                                                                                    any
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Obligors
                                                                                                                                                    or
                                                                                                                                                    the
                                                                                                                                                    Group
                                                                                                                                                    taken
                                                                                                                                                    as
                                                                                                                                                    a
                                                                                                                                                    whole,
                                                                                                                                                    which
                                                                                                                                                    prejudices
                                                                                                                                                    the
                                                                                                                                                    ability
                                                                                                                                                    of
                                                                                                                                                    an
                                                                                                                                                    Obligor
                                                                                                                                                    to
                                                                                                                                                    perform
                                                                                                                                                    its
                                                                                                                                                    obligations
                                                                                                                                                    under
                                                                                                                                                    the
                                                                                                                                                    Finance
                                                                                                                                                    Documents;
                                                                                                                                                    or



 


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



 


Minimum Value means
115 per cent of the aggregate of the Loan and, if any, the Senior Loan outstanding at such time.


 


Mortgage means, in relation
to a Ship, a second priority or, as applicable, preferred, mortgage of the Ship in the agreed form by the relevant
Owner in favour of the Security Agent.


 


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


 


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


 


Obligors means the parties
to the Finance Documents (other than Finance Parties, the Charterers and the Managers) and Obligor means any one of them.


 


Original Financial Statements
means:


 


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



 


		(b)	the
                                                                                                                                                     unaudited
                                                                                                                                                     financial
                                                                                                                                                     statements
                                                                                                                                                     of
                                                                                                                                                     each
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Borrowers
                                                                                                                                                     and
                                                                                                                                                     each
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Guarantors
                                                                                                                                                     (other
                                                                                                                                                     than
                                                                                                                                                     GasLog)
                                                                                                                                                     for
                                                                                                                                                     their
                                                                                                                                                     respective
                                                                                                                                                     financial
                                                                                                                                                     years
                                                                                                                                                     ended
                                                                                                                                                     31
                                                                                                                                                     December
                                                                                                                                                     2014
                                                                                                                                                     other
                                                                                                                                                     than
                                                                                                                                                     in
                                                                                                                                                     respect
                                                                                                                                                     to
                                                                                                                                                     GAS-twenty
                                                                                                                                                     seven
                                                                                                                                                     Ltd;
                                                                                                                                                     and



 


		(c)	the
                                                                                                                                                     unaudited
                                                                                                                                                     financial
                                                                                                                                                     statements
                                                                                                                                                     for
                                                                                                                                                     GAS-twenty
                                                                                                                                                     seven
                                                                                                                                                     Ltd.
                                                                                                                                                     for
                                                                                                                                                     the
                                                                                                                                                     half
                                                                                                                                                     year
                                                                                                                                                     ended
                                                                                                                                                     30
                                                                                                                                                     June
                                                                                                                                                     2015.



 


Original Security Documents
means:


 


		(a)	the
                                                                                                                                                     Guarantees;




    	18



    	



    


		(b)	the
                                                                                                                                                     Mortgage
                                                                                                                                                     over
                                                                                                                                                     each
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Ships;



 


		(c)	the
                                                                                                                                                     Deed
                                                                                                                                                     of
                                                                                                                                                     Covenant
                                                                                                                                                     in
                                                                                                                                                     relation
                                                                                                                                                     to
                                                                                                                                                     each
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Ships;



 


		(d)	the
                                                                                                                                                     Share
                                                                                                                                                     Security
                                                                                                                                                     in
                                                                                                                                                     relation
                                                                                                                                                     to
                                                                                                                                                     each
                                                                                                                                                     Borrower;



 


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



 


		(f)	the
                                                                                                                                                     Account
                                                                                                                                                     Security;



 


		(g)	any
                                                                                                                                                     Manager’s
                                                                                                                                                     Undertaking
                                                                                                                                                     in
                                                                                                                                                     relation
                                                                                                                                                     to
                                                                                                                                                     a
                                                                                                                                                     Ship
                                                                                                                                                     if
                                                                                                                                                     required
                                                                                                                                                     under
                                                                                                                                                     clause
                                                                                                                                                     20.4
                                                                                                                                                     (Manager);
                                                                                                                                                     and



 


		(h)	the
                                                                                                                                                     Quiet
                                                                                                                                                     Enjoyment
                                                                                                                                                     Agreement
                                                                                                                                                     in
                                                                                                                                                     relation
                                                                                                                                                     to
                                                                                                                                                     each
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Ships.



 


Owner means, in relation
to a Ship, the Borrower specified against the name of such Ship in Schedule 2 (Ship information).


 


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


 


Party means a party
to this Agreement.


 


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
                                                                                                                                                     (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
                                                                                                                                                     the
                                                                                                                                                     cost
                                                                                                                                                     of
                                                                                                                                                     such
                                                                                                                                                     work
                                                                                                                                                     in
                                                                                                                                                     accordance
                                                                                                                                                     with
                                                                                                                                                     clause
                                                                                                                                                     21.14
                                                                                                                                                     (Repairer’s
                                                                                                                                                     liens));



 


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



 


		(c)	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,
                                                                                                                                                     in
                                                                                                                                                     each
                                                                                                                                                     case
                                                                                                                                                     securing
                                                                                                                                                     obligations
                                                                                                                                                     not
                                                                                                                                                     more
                                                                                                                                                     than
                                                                                                                                                     30
                                                                                                                                                     days
                                                                                                                                                     overdue;



 


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



 


		(e)	any
                                                                                                                                                     other
                                                                                                                                                     lien
                                                                                                                                                     on
                                                                                                                                                     such
                                                                                                                                                     Ship
                                                                                                                                                     arising
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     ordinary
                                                                                                                                                     course
                                                                                                                                                     of
                                                                                                                                                     trading
                                                                                                                                                     by
                                                                                                                                                     statute
                                                                                                                                                     or
                                                                                                                                                     by
                                                                                                                                                     operation
                                                                                                                                                     of
                                                                                                                                                     law
                                                                                                                                                     in
                                                                                                                                                     respect
                                                                                                                                                     of
                                                                                                                                                     obligations
                                                                                                                                                     which
                                                                                                                                                     are
                                                                                                                                                     not
                                                                                                                                                     more
                                                                                                                                                     than
                                                                                                                                                     14
                                                                                                                                                     days
                                                                                                                                                     overdue
                                                                                                                                                     or
                                                                                                                                                     which
                                                                                                                                                     are
                                                                                                                                                     being
                                                                                                                                                     contested
                                                                                                                                                     in
                                                                                                                                                     good
                                                                                                                                                     faith
                                                                                                                                                     by
                                                                                                                                                     appropriate
                                                                                                                                                     proceedings
                                                                                                                                                     (and
                                                                                                                                                     for
                                                                                                                                                     the
                                                                                                                                                     payment
                                                                                                                                                     of
                                                                                                                                                     which
                                                                                                                                                     adequate
                                                                                                                                                     reserves
                                                                                                                                                     have
                                                                                                                                                     been
                                                                                                                                                     provided)
                                                                                                                                                     so
                                                                                                                                                     long
                                                                                                                                                     as
                                                                                                                                                     any
                                                                                                                                                     such
                                                                                                                                                     proceedings
                                                                                                                                                     or
                                                                                                                                                     the
                                                                                                                                                     continued
                                                                                                                                                     existence
                                                                                                                                                     of
                                                                                                                                                     such
                                                                                                                                                     lien
                                                                                                                                                     do
                                                                                                                                                     not
                                                                                                                                                     involve
                                                                                                                                                     any
                                                                                                                                                     likelihood
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     arrest,
                                                                                                                                                     sale,
                                                                                                                                                     forfeiture
                                                                                                                                                     or
                                                                                                                                                     loss
                                                                                                                                                     of,
                                                                                                                                                     or
                                                                                                                                                     of
                                                                                                                                                     any
                                                                                                                                                     interest
                                                                                                                                                     in,
                                                                                                                                                     such
                                                                                                                                                     Ship
                                                                                                                                                     or
                                                                                                                                                     any
                                                                                                                                                     interference
                                                                                                                                                     with
                                                                                                                                                     its
                                                                                                                                                     operation.



 


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


 


		(a)	granted
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     Finance
                                                                                                                                                     Documents;
                                                                                                                                                     or



 


		(b)	during
                                                                                                                                                     the
                                                                                                                                                     Senior
                                                                                                                                                     Facility
                                                                                                                                                     Period,
                                                                                                                                                     granted
                                                                                                                                                     under
                                                                                                                                                     the
                                                                                                                                                     Senior
                                                                                                                                                     Facility
                                                                                                                                                     Security
                                                                                                                                                     Documents;
                                                                                                                                                     or



 


		(c)	a
                                                                                                                                                     Permitted
                                                                                                                                                     Maritime
                                                                                                                                                     Lien;
                                                                                                                                                     or




    	19



    	



    


		(d)	any
                                                                                                                                                     Security
                                                                                                                                                     Interest
                                                                                                                                                     created
                                                                                                                                                     in
                                                                                                                                                     favour
                                                                                                                                                     of
                                                                                                                                                     a
                                                                                                                                                     claimant
                                                                                                                                                     or
                                                                                                                                                     defendant
                                                                                                                                                     in
                                                                                                                                                     any
                                                                                                                                                     proceedings
                                                                                                                                                     or
                                                                                                                                                     arbitration
                                                                                                                                                     as
                                                                                                                                                     security
                                                                                                                                                     for
                                                                                                                                                     costs
                                                                                                                                                     and
                                                                                                                                                     expenses
                                                                                                                                                     while
                                                                                                                                                     a
                                                                                                                                                     Borrower
                                                                                                                                                     is
                                                                                                                                                     actively
                                                                                                                                                     pursuing
                                                                                                                                                     a
                                                                                                                                                     claim
                                                                                                                                                     or
                                                                                                                                                     defending
                                                                                                                                                     such
                                                                                                                                                     proceedings
                                                                                                                                                     or
                                                                                                                                                     arbitration
                                                                                                                                                     in
                                                                                                                                                     good
                                                                                                                                                     faith;
                                                                                                                                                     or



 


		(e)	any
                                                                                                                                                     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



 


		(f)	approved
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Majority
                                                                                                                                                     Lenders,



 


PROVIDED that in the case of
(d) and (e) 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 held with the Account
Bank in an Account acceptable to the Agent.


 


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.


 


Prohibited Person means
any person:


 





		(a)	with whom transactions
are prohibited or restricted under:



 


		(i)	OFAC;
                                                                                                                                                    or



 


		(ii)	any
                                                                                                                                                     other
                                                                                                                                                     United
                                                                                                                                                     States
                                                                                                                                                     of
                                                                                                                                                     America
                                                                                                                                                     government
                                                                                                                                                     sanction,
                                                                                                                                                     laws
                                                                                                                                                     or
                                                                                                                                                     regulations
                                                                                                                                                     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,
                                                                                                                                                     Entities
                                                                                                                                                     List,
                                                                                                                                                     Debarred
                                                                                                                                                     Parties
                                                                                                                                                     List,
                                                                                                                                                     Excluded
                                                                                                                                                     Parties
                                                                                                                                                     List,
                                                                                                                                                     Sectoral
                                                                                                                                                     Sanctions
                                                                                                                                                     Identifications
                                                                                                                                                     List
                                                                                                                                                     and
                                                                                                                                                     Terrorism
                                                                                                                                                     Exclusion
                                                                                                                                                     List;



 


		(iii)	European
                                                                                                                                                      Union
                                                                                                                                                      sanctions
                                                                                                                                                      laws
                                                                                                                                                      or
                                                                                                                                                      regulations,
                                                                                                                                                      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;



 


		(iv)	United
                                                                                                                                                     Kingdom
                                                                                                                                                     government
                                                                                                                                                     sanctions
                                                                                                                                                     laws
                                                                                                                                                     or
                                                                                                                                                     regulations,
                                                                                                                                                     including
                                                                                                                                                     without
                                                                                                                                                     limitation
                                                                                                                                                     persons
                                                                                                                                                     or
                                                                                                                                                     organisations
                                                                                                                                                     on
                                                                                                                                                     Her
                                                                                                                                                     Majesty’s
                                                                                                                                                     Treasury’s
                                                                                                                                                     Consolidated
                                                                                                                                                     List
                                                                                                                                                     of
                                                                                                                                                     Financial
                                                                                                                                                     Sanctions
                                                                                                                                                     Targets
                                                                                                                                                     and
                                                                                                                                                     Investment
                                                                                                                                                     Ban
                                                                                                                                                     List;



 


		(v)	United
                                                                                                                                                    Nations
                                                                                                                                                    sanctions
                                                                                                                                                    laws
                                                                                                                                                    or
                                                                                                                                                    regulations,
                                                                                                                                                    including
                                                                                                                                                    without
                                                                                                                                                    limitation
                                                                                                                                                    persons
                                                                                                                                                    or
                                                                                                                                                    organisations
                                                                                                                                                    on
                                                                                                                                                    the
                                                                                                                                                    United
                                                                                                                                                    Nations
                                                                                                                                                    Consolidated
                                                                                                                                                    List
                                                                                                                                                    established
                                                                                                                                                    and
                                                                                                                                                    maintained
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    1267
                                                                                                                                                    Committee;



 


		(vi)	Australian
                                                                                                                                                     sanctions
                                                                                                                                                     law
                                                                                                                                                     or
                                                                                                                                                     regulations,
                                                                                                                                                     including
                                                                                                                                                     without
                                                                                                                                                     limitation
                                                                                                                                                     persons
                                                                                                                                                     or
                                                                                                                                                     organisations
                                                                                                                                                     on
                                                                                                                                                     the
                                                                                                                                                     sanctions
                                                                                                                                                     list
                                                                                                                                                     issued
                                                                                                                                                     and
                                                                                                                                                     administered
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Australian
                                                                                                                                                     Department
                                                                                                                                                     of
                                                                                                                                                     Foreign
                                                                                                                                                     Affairs
                                                                                                                                                     and
                                                                                                                                                     Trade;



 


		(vii)	Norwegian
                                                                                                                                                      sanctions
                                                                                                                                                      laws
                                                                                                                                                      or
                                                                                                                                                      regulations,
                                                                                                                                                      including
                                                                                                                                                      without
                                                                                                                                                      limitation
                                                                                                                                                      persons
                                                                                                                                                      or
                                                                                                                                                      organisations
                                                                                                                                                      on
                                                                                                                                                      the
                                                                                                                                                      sanctions
                                                                                                                                                      lists
                                                                                                                                                      issued
                                                                                                                                                      and
                                                                                                                                                      administered
                                                                                                                                                      by
                                                                                                                                                      the
                                                                                                                                                      Norwegian
                                                                                                                                                      Ministry
                                                                                                                                                      of
                                                                                                                                                      Foreign
                                                                                                                                                      Affairs;
                                                                                                                                                      and



 


		(viii)	any
                                                                                                                                                       similar
                                                                                                                                                       list
                                                                                                                                                       issued
                                                                                                                                                       by
                                                                                                                                                       any
                                                                                                                                                       Sanctions
                                                                                                                                                       Authorities.



 


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



    	20



    	



    


Quotation Day means,
in relation to any period for which an interest rate is to be determined, two Business Days 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.


 


Reference Bank Quotation
means any quotation supplied to the Agent by a Reference Bank.


 


Reference Bank Rate means
the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference
Banks:


 


		(a)	(other
                                                                                                                                                     than
                                                                                                                                                     where
                                                                                                                                                     paragraph
                                                                                                                                                     (b)
                                                                                                                                                     below
                                                                                                                                                     applies)
                                                                                                                                                     as
                                                                                                                                                     the
                                                                                                                                                     rate
                                                                                                                                                     at
                                                                                                                                                     which
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     Reference
                                                                                                                                                     Bank
                                                                                                                                                     could
                                                                                                                                                     borrow
                                                                                                                                                     funds
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     Interbank
                                                                                                                                                     Market,
                                                                                                                                                     in
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     currency
                                                                                                                                                     and
                                                                                                                                                     for
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     period,
                                                                                                                                                     were
                                                                                                                                                     it
                                                                                                                                                     to
                                                                                                                                                     do
                                                                                                                                                     so
                                                                                                                                                     by
                                                                                                                                                     asking
                                                                                                                                                     for
                                                                                                                                                     and
                                                                                                                                                     then
                                                                                                                                                     accepting
                                                                                                                                                     interbank
                                                                                                                                                     offers
                                                                                                                                                     for
                                                                                                                                                     deposits
                                                                                                                                                     in
                                                                                                                                                     reasonable
                                                                                                                                                     market
                                                                                                                                                     size
                                                                                                                                                     in
                                                                                                                                                     that
                                                                                                                                                     currency
                                                                                                                                                     and
                                                                                                                                                     for
                                                                                                                                                     that
                                                                                                                                                     period;
                                                                                                                                                     or



 


		(b)	if
                                                                                                                                                     different,
                                                                                                                                                     as
                                                                                                                                                     the
                                                                                                                                                     rate
                                                                                                                                                     (if
                                                                                                                                                     any
                                                                                                                                                     and
                                                                                                                                                     applied
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     Reference
                                                                                                                                                     Bank
                                                                                                                                                     and
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     currency
                                                                                                                                                     and
                                                                                                                                                     period)
                                                                                                                                                     which
                                                                                                                                                     contributors
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     applicable
                                                                                                                                                     Screen
                                                                                                                                                     Rate
                                                                                                                                                     are
                                                                                                                                                     asked
                                                                                                                                                     to
                                                                                                                                                     submit
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     relevant
                                                                                                                                                     administrator.



 


Reference Banks means
the principal offices in London of DNB Bank ASA, ABN AMRO Bank N.V. and/or such other entities as may be appointed by the Agent
with the consent of the Borrowers.


 


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 Company means
a person acceptable to the Lenders in their discretion which shall on or before the date of this Agreement be identified to the
Lenders.


 


Relevant Percentage
means in relation to each of Ship A, Ship B, Ship C and Ship D, 16.67 per cent and, in relation to Ship E, 33.32 per cent.


 


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.



 


Repeating Representations
means each of the representations and warranties set out in clauses 17.1 (Status) to 17.10 (Ranking and effectiveness
of security), 17.16 (No breach of laws), 17.19 (Anti-corruption law), 17.20 (Security and Financial Indebtedness),
17.21 (Legal and beneficial ownership), 17.22 (Shares), 17.24 (No adverse consequences), 17.25 (Copies
of documents), 17.26 (No breach of any Charter Document), 17.27 (No immunity), 17.31 (Sanctions) and
17.32 (No money laundering).



    	21



    	



    


Replacement Charter
means, in relation to a Ship, a charter commitment in respect of that Ship (other than the Charter for that Ship) which:


 


		(a)	is
                                                                                                                                                     approved
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Lenders;



 


		(b)	is
                                                                                                                                                     for
                                                                                                                                                     a
                                                                                                                                                     period
                                                                                                                                                     and
                                                                                                                                                     at
                                                                                                                                                     a
                                                                                                                                                     charter
                                                                                                                                                     rates
                                                                                                                                                     approved
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Lenders;



 


		(c)	is
                                                                                                                                                     in
                                                                                                                                                     full
                                                                                                                                                     force
                                                                                                                                                     and
                                                                                                                                                     effect;



 


		(d)	is
                                                                                                                                                     entered
                                                                                                                                                     into
                                                                                                                                                     with
                                                                                                                                                     a
                                                                                                                                                     Charterer
                                                                                                                                                     whose
                                                                                                                                                     credit
                                                                                                                                                     standing
                                                                                                                                                     is
                                                                                                                                                     approved
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Lenders;



 


		(e)	is
                                                                                                                                                     subject
                                                                                                                                                     to
                                                                                                                                                     a
                                                                                                                                                     Security
                                                                                                                                                     Interest
                                                                                                                                                     which
                                                                                                                                                     is
                                                                                                                                                     granted
                                                                                                                                                     in
                                                                                                                                                     favour
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Security
                                                                                                                                                     Agent;



 


		(f)	if
                                                                                                                                                     relevant,
                                                                                                                                                     is
                                                                                                                                                     subject
                                                                                                                                                     to
                                                                                                                                                     a
                                                                                                                                                     Quiet
                                                                                                                                                     Enjoyment
                                                                                                                                                     Agreement;
                                                                                                                                                     and



 


		(g)	satisfies
                                                                                                                                                     such
                                                                                                                                                     other
                                                                                                                                                     terms
                                                                                                                                                     as
                                                                                                                                                     may
                                                                                                                                                     reasonably
                                                                                                                                                     be
                                                                                                                                                     required
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Agent
                                                                                                                                                     (acting
                                                                                                                                                     on
                                                                                                                                                     the
                                                                                                                                                     instructions
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Lenders).



 


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.


 


Revenue Account means
any Account designated as a “Revenue Account” under clause 25 (Bank accounts).


 


Reverse Drop Down means,
in respect of any Borrower which is owned by GPHL or GLOP directly or indirectly, a transfer of its shares to GasLog or a Subsidiary
of GasLog, in accordance with the provisions of clause 19.6 (Change of business or ownership).


 


Sanctions means any
economic or trade sanctions laws, regulations, order or embargoes administered, enacted or enforced by any Sanctions Authority.


 


Sanctions Authority means
any of:


 


		(a)	the
                                                                                                                                                    government
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    United
                                                                                                                                                    States
                                                                                                                                                    of
                                                                                                                                                    America;



 


		(b)	the
                                                                                                                                                    United
                                                                                                                                                    Nations;



 


		(c)	the
                                                                                                                                                    government
                                                                                                                                                    of
                                                                                                                                                    United
                                                                                                                                                    Kingdom;



 


		(d)	the
                                                                                                                                                    European
                                                                                                                                                    Union
                                                                                                                                                    (and/or
                                                                                                                                                    any
                                                                                                                                                    member
                                                                                                                                                    state
                                                                                                                                                    thereof);
                                                                                                                                                    or



 


		(e)	the
                                                                                                                                                    government
                                                                                                                                                    of
                                                                                                                                                    Australia;



 


		(f)	the
                                                                                                                                                    government
                                                                                                                                                    of
                                                                                                                                                    Norway;
                                                                                                                                                    and



 


		(g)	in
                                                                                                                                                    respect
                                                                                                                                                    of
                                                                                                                                                    an
                                                                                                                                                    Obligor,
                                                                                                                                                    its
                                                                                                                                                    jurisdiction
                                                                                                                                                    of
                                                                                                                                                    incorporation,



 


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 Norwegian Ministry of Foreign Affairs
and the Australian Department of Foreign Affairs and Trade


 


Screen Rate means the
London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration
of that rate) for dollars and the relevant period displayed (before any correction, recalculation or republication



    	22



    	



    


by the administrator) on pages
LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate), or on the
appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If
such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after
consultation with the Borrowers and the Lenders.


 


Security Agent includes
any person as may be appointed security agent and trustee for the Lenders under this Agreement.


 


Security Documents means:


 


		(a)	the
                                                                                                                                                     Original
                                                                                                                                                     Security
                                                                                                                                                     Documents;
                                                                                                                                                     and



 


		(b)	any
                                                                                                                                                     other
                                                                                                                                                     document
                                                                                                                                                     as
                                                                                                                                                     may
                                                                                                                                                     after
                                                                                                                                                     the
                                                                                                                                                     date
                                                                                                                                                     of
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     be
                                                                                                                                                     executed
                                                                                                                                                     to
                                                                                                                                                     guarantee
                                                                                                                                                     and/or
                                                                                                                                                     secure
                                                                                                                                                     any
                                                                                                                                                     amounts
                                                                                                                                                     owing
                                                                                                                                                     to
                                                                                                                                                     the
                                                                                                                                                     Finance
                                                                                                                                                     Parties
                                                                                                                                                     under
                                                                                                                                                     this
                                                                                                                                                     Agreement
                                                                                                                                                     or
                                                                                                                                                     any
                                                                                                                                                     other
                                                                                                                                                     Finance
                                                                                                                                                     Document.



 


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


 


Security Value means,
at any time, the amount in dollars which, at that time, is the aggregate of (a) the aggregate of the values of the Mortgaged Ships
which have not then become a Total Loss or been sold in accordance with clause 7.6.2 (Sale or Total Loss) (or, if less
in relation to an individual Ship, the maximum amount capable of being secured by the Mortgage of the relevant Ship) and (b) the
value of any additional security then held by the Security Agent provided under clause 23 (Minimum security value), in
each case as most recently determined in accordance with this Agreement.


 


Senior Facility means
the loan facility of up to $396,500,000 made, or as the context may require, to be made available to the Borrowers on or about
the date hereof pursuant to the Senior Facility Agreement.


 


Senior Facility Agreement
means the facility agreement in respect of the Senior Facility entered or, as the context may require, to be entered into
between, the Borrowers and the Senior Facility Finance Parties.


 


Senior Facility Finance Documents
means the documents described as “Finance Documents” under the Senior Facility Agreement.


 


Senior Facility Finance Parties
means the banks and financial institutions which are party to the Senior Facility Agreement.


 


Senior Facility Period
means the period from and including the date of the Senior Facility Agreement to and including the date on which the Total Commitments
(as such term is defined in the Senior Facility Agreement) in respect of the Senior Facility have reduced to zero and all indebtedness
of the Obligors under the Senior Finance Documents have irrevocably and unconditionally been fully paid and discharged.


 


Senior Facility Security
Documents means any Security Interest granted by the Obligors to secure the Senior Facility and which are approved pursuant
to the Intercreditor Agreement.


 


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


 


Share Security means,
in relation to each Borrower, the document constituting a second Security Interest by its Holding Company in favour of the Security
Agent in the agreed form in respect of all of the shares in such Borrower.



    	23



    	



    


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


 


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


 


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


 


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


 


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


 


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


 


Ship Representations
means each of the representations and warranties set out in clauses 17.28 (Ship status) and 17.29 (Ship’s employment).


 


Ships means each of
Ship A, Ship B, Ship C, Ship D and Ship E, each as described in Schedule 2 (Ship information) 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
                                                                                                                                                     per
                                                                                                                                                     cent.



 


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
GasLog LNG or another manager appointed as the technical manager of a Ship by the relevant Owner in accordance with clause 20.4
(Manager).


 


Total Commitments means
the aggregate of the Commitments as at the date of this Agreement, being an amount equal to the lesser of (i) $180,000,000 and
(ii) 25 per cent. of the aggregate market value of the Ships as determined pursuant to clause 23 (Minimum security value).


 


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


 


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



 


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



 


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



 


		(d)	hijacking
                                                                                                                                                     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




    	24



    	



    


		(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



 


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



 


Total Loss Repayment Date
means where a Ship has become a Total Loss, the earlier of:


 


		(a)	the
                                                                                                                                                     date
                                                                                                                                                     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.



 


Transaction Document
means:


 


		(a)	each
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Finance
                                                                                                                                                    Documents;



 


		(b)	each
                                                                                                                                                    of
                                                                                                                                                    the
                                                                                                                                                    Senior
                                                                                                                                                    Facility
                                                                                                                                                    Finance
                                                                                                                                                    Documents;
                                                                                                                                                    and



 


		(c)	each
                                                                                                                                                    Charter
                                                                                                                                                    Document.



 


Transfer Certificate
means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed
between the Agent and the Borrowers or at any time after the occurrence of an Event of Default, in any other form required by
the Agent.


 


Transfer Date means,
in relation to a transfer, 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;



 


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




    	25



    	



    


		(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).



 


Undisclosed Administration
means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee,
custodian or other similar official by a supervisory authority or regulator under or based on the laws of the country where that
Lender is subject to home jurisdiction supervision and/or regulation, if applicable law requires that such appointment is not
to be publicly disclosed.


 


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


 


US means the United
States of America.


 


Utilisation means the
making of an Advance.


 


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



 


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



 


		(a)	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;



 


		(b)	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;



 


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



 


		(d)	a
                                                                                                                                                     time
                                                                                                                                                     of
                                                                                                                                                     day
                                                                                                                                                     are
                                                                                                                                                     to
                                                                                                                                                     London
                                                                                                                                                     time;



 


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



 


		(f)	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;



 


		(g)	two
                                                                                                                                                     or
                                                                                                                                                     more
                                                                                                                                                     persons
                                                                                                                                                     are
                                                                                                                                                     acting
                                                                                                                                                     in
                                                                                                                                                     concert
                                                                                                                                                     if
                                                                                                                                                     pursuant
                                                                                                                                                     to
                                                                                                                                                     an
                                                                                                                                                     agreement
                                                                                                                                                     or
                                                                                                                                                     understanding
                                                                                                                                                     (whether
                                                                                                                                                     formal
                                                                                                                                                     or
                                                                                                                                                     informal)
                                                                                                                                                     they
                                                                                                                                                     actively
                                                                                                                                                     co-operate,
                                                                                                                                                     through
                                                                                                                                                     the
                                                                                                                                                     acquisition
                                                                                                                                                     (directly
                                                                                                                                                     or
                                                                                                                                                     indirectly)
                                                                                                                                                     of
                                                                                                                                                     shares
                                                                                                                                                     in
                                                                                                                                                     GasLog
                                                                                                                                                     by
                                                                                                                                                     any
                                                                                                                                                     of
                                                                                                                                                     them,
                                                                                                                                                     either
                                                                                                                                                     directly
                                                                                                                                                     or
                                                                                                                                                     indirectly
                                                                                                                                                     to
                                                                                                                                                     obtain
                                                                                                                                                     or
                                                                                                                                                     consolidate
                                                                                                                                                     control
                                                                                                                                                     of
                                                                                                                                                     GasLog;




    	26



    	



    


		(h)	agreed
                                                                                                                                                     form
                                                                                                                                                     means:



 


		(i)	where
                                                                                                                                                    a
                                                                                                                                                    Finance
                                                                                                                                                    Document
                                                                                                                                                    has
                                                                                                                                                    already
                                                                                                                                                    been
                                                                                                                                                    executed
                                                                                                                                                    by
                                                                                                                                                    the
                                                                                                                                                    Agent
                                                                                                                                                    or
                                                                                                                                                    the
                                                                                                                                                    Security
                                                                                                                                                    Agent,
                                                                                                                                                    such
                                                                                                                                                    Finance
                                                                                                                                                    Document
                                                                                                                                                    in
                                                                                                                                                    its
                                                                                                                                                    executed
                                                                                                                                                    form;



 


		(ii)	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
                                                                                                                                                     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
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Lenders
                                                                                                                                                     at
                                                                                                                                                     the
                                                                                                                                                     request
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Borrowers;



 


		(i)	approved
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Majority
                                                                                                                                                     Lenders
                                                                                                                                                     and
                                                                                                                                                     approved
                                                                                                                                                     mean
                                                                                                                                                     approved
                                                                                                                                                     in
                                                                                                                                                     writing
                                                                                                                                                     by
                                                                                                                                                     the
                                                                                                                                                     Agent
                                                                                                                                                     acting
                                                                                                                                                     on
                                                                                                                                                     the
                                                                                                                                                     instructions
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     Majority
                                                                                                                                                     Lenders
                                                                                                                                                     (on
                                                                                                                                                     such
                                                                                                                                                     conditions
                                                                                                                                                     as
                                                                                                                                                     they
                                                                                                                                                     may
                                                                                                                                                     respectively
                                                                                                                                                     impose)
                                                                                                                                                     and
                                                                                                                                                     approval
                                                                                                                                                     and
                                                                                                                                                     approve
                                                                                                                                                     shall
                                                                                                                                                     be
                                                                                                                                                     construed
                                                                                                                                                     accordingly;



 


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



 


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



 


		(l)	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;



 


		(m)	control
                                                                                                                                                     of
                                                                                                                                                     an
                                                                                                                                                     entity
                                                                                                                                                     means:



 


		(i)	the
                                                                                                                                                    power
                                                                                                                                                    (whether
                                                                                                                                                    by
                                                                                                                                                    way
                                                                                                                                                    of
                                                                                                                                                    ownership
                                                                                                                                                    of
                                                                                                                                                    shares,
                                                                                                                                                    proxy,
                                                                                                                                                    contract,
                                                                                                                                                    agency
                                                                                                                                                    or
                                                                                                                                                    otherwise)
                                                                                                                                                    to:



 


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



 


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



 


		(C)	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



 


		(ii)	the
                                                                                                                                                     holding
                                                                                                                                                     beneficially
                                                                                                                                                     of
                                                                                                                                                     more
                                                                                                                                                     than
                                                                                                                                                     50
                                                                                                                                                     per
                                                                                                                                                     cent
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     issued
                                                                                                                                                     share
                                                                                                                                                     capital
                                                                                                                                                     of
                                                                                                                                                     that
                                                                                                                                                     entity
                                                                                                                                                     (excluding
                                                                                                                                                     any
                                                                                                                                                     part
                                                                                                                                                     of
                                                                                                                                                     that
                                                                                                                                                     issued
                                                                                                                                                     share
                                                                                                                                                     capital
                                                                                                                                                     that
                                                                                                                                                     carries
                                                                                                                                                     no
                                                                                                                                                     right
                                                                                                                                                     to
                                                                                                                                                     participate
                                                                                                                                                     beyond
                                                                                                                                                     a
                                                                                                                                                     specified
                                                                                                                                                     amount
                                                                                                                                                     in
                                                                                                                                                     a
                                                                                                                                                     distribution
                                                                                                                                                     of
                                                                                                                                                     either
                                                                                                                                                     profits
                                                                                                                                                     or
                                                                                                                                                     capital);



 


and controlled shall
be construed accordingly;


 


		(n)	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;



 


		(o)	dollar/$
                                                                                                                                                     means
                                                                                                                                                     the
                                                                                                                                                     lawful
                                                                                                                                                     currency
                                                                                                                                                     of
                                                                                                                                                     the
                                                                                                                                                     United
                                                                                                                                                     States
                                                                                                                                                     of
                                                                                                                                                     America;



 


		(p)	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
                                                                                                                                                     11:00
                                                                                                                                                     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);




    	27



    	



    


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



 


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



 


		(s)	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;



 


		(t)	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;



 


		(u)	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:



 


		(i)	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);



 


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



 


		(iii)	if
                                                                                                                                                      an
                                                                                                                                                      Interest
                                                                                                                                                      Period
                                                                                                                                                      begins
                                                                                                                                                      on
                                                                                                                                                      the
                                                                                                                                                      last
                                                                                                                                                      Business
                                                                                                                                                      Day
                                                                                                                                                      of
                                                                                                                                                      a
                                                                                                                                                      calendar
                                                                                                                                                      month,
                                                                                                                                                      that
                                                                                                                                                      Interest
                                                                                                                                                      Period
                                                                                                                                                      shall
                                                                                                                                                      end
                                                                                                                                                      on
                                                                                                                                                      the
                                                                                                                                                      last
                                                                                                                                                      Business
                                                                                                                                                      Day
                                                                                                                                                      in
                                                                                                                                                      the
                                                                                                                                                      calendar
                                                                                                                                                      month
                                                                                                                                                      in
                                                                                                                                                      which
                                                                                                                                                      that
                                                                                                                                                      Interest
                                                                                                                                                      Period
                                                                                                                                                      is
                                                                                                                                                      to
                                                                                                                                                      end,



 


and the above rules will only
apply to the last month of any period;


 


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



 


		(w)	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);



 


		(x)	pay,
                                                                                                                                                     prepay
                                                                                                                                                     or
                                                                                                                                                     repay
                                                                                                                                                     in
                                                                                                                                                     clause
                                                                                                                                                     26
                                                                                                                                                     (Business
                                                                                                                                                     restrictions)
                                                                                                                                                     includes
                                                                                                                                                     by
                                                                                                                                                     way
                                                                                                                                                     of
                                                                                                                                                     set-off,
                                                                                                                                                     combination
                                                                                                                                                     of
                                                                                                                                                     accounts
                                                                                                                                                     or
                                                                                                                                                     otherwise;



 


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



 


		(z)	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;



 


		(aa)	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;



 


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



 


		(cc)	(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




    	28



    	



    

	 	 	person or
appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction
in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up,
reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;
	 	 	 
		(dd)	an
                                                                                                                                                      entity
                                                                                                                                                      is
                                                                                                                                                      a
                                                                                                                                                      “wholly-owned
                                                                                                                                                      subsidiary”
                                                                                                                                                      of
                                                                                                                                                      another
                                                                                                                                                      entity
                                                                                                                                                      if
                                                                                                                                                      it
                                                                                                                                                      has
                                                                                                                                                      no
                                                                                                                                                      members
                                                                                                                                                      except
                                                                                                                                                      that
                                                                                                                                                      other
                                                                                                                                                      and
                                                                                                                                                      that
                                                                                                                                                      other’s
                                                                                                                                                      wholly-owned
                                                                                                                                                      subsidiaries
                                                                                                                                                      or
                                                                                                                                                      persons
                                                                                                                                                      acting
                                                                                                                                                      on
                                                                                                                                                      behalf
                                                                                                                                                      of
                                                                                                                                                      that
                                                                                                                                                      other
                                                                                                                                                      or
                                                                                                                                                      its
                                                                                                                                                      wholly-owned
                                                                                                                                                      subsidiaries;
                                                                                                                                                      and



 


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



 


		1.2.2	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.



 


		1.2.3	Section,
                                                                                                                                                      clause
                                                                                                                                                      and
                                                                                                                                                      Schedule
                                                                                                                                                      headings
                                                                                                                                                      are
                                                                                                                                                      for
                                                                                                                                                      ease
                                                                                                                                                      of
                                                                                                                                                      reference
                                                                                                                                                      only.



 


		1.2.4	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.



 


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



 


		1.2.6	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



 


		1.3.1	Unless
                                                                                                                                                      expressly
                                                                                                                                                      provided
                                                                                                                                                      to
                                                                                                                                                      the
                                                                                                                                                      contrary
                                                                                                                                                      in
                                                                                                                                                      a
                                                                                                                                                      Finance
                                                                                                                                                      Document
                                                                                                                                                      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
                                                                                                                                                      to
                                                                                                                                                      enjoy
                                                                                                                                                      the
                                                                                                                                                      benefit
                                                                                                                                                      of
                                                                                                                                                      any
                                                                                                                                                      term
                                                                                                                                                      of
                                                                                                                                                      the
                                                                                                                                                      relevant
                                                                                                                                                      Finance
                                                                                                                                                      Document.



 


		1.3.2	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).



 


		1.3.3	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.



 


		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



 


The terms of the Finance Documents
(other than the Intercreditor Agreement and 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



    	29



    	



    


any Finance Document (other
than the Intercreditor Agreement and other than in relation to the creation and/or perfection of security) the provisions of this
Agreement shall prevail.


 


		1.6	Intercreditor
                                                                                                                                                                                        Agreement



 


The terms of the Finance Documents
are subject to the terms of the Intercreditor Agreement and, in the event of any conflict between any provision of any Finance
Documents and any provision of the Intercreditor Agreement, the relevant provision of the Intercreditor Agreement shall prevail.



    	30



    	



    

SECTION 2 - THE FACILITY


 


	2		The Facility



 


	2.1		The Facility



 


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


 


	2.2		Finance Parties’ rights and obligations



 


	2.2.1		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.



 


	2.2.2		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.



 


	2.2.3		A Finance Party may, except as otherwise stated in the Finance Documents (including
clauses 30.27 (All enforcement action through the Security Agent)) and 31.2 (Finance Parties acting together),
separately enforce its rights under the Finance Documents.



 


	2.3		Borrowers’ rights and obligations



 


	2.3.1		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.



 


	2.3.2		Each Borrower irrevocably and unconditionally jointly and severally with each other
Borrower:



 


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



 


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



 


		(c)	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.



 


	2.3.3		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.



 


	2.3.4		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.




    	31



    	



    

	2.3.5		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:



 


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



 


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



 


		(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect,
take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance
of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



 


		(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of an Obligor or any other person;



 


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



 


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



 


		(g)	any insolvency or similar proceedings.



 


	2.3.6		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.



 


	2.3.7		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:



 


		(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 Borrower will be entitled to the benefit of the same;
and



 


		(b)	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.



 


	2.3.8		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:



 


		(a)	to be indemnified by another Obligor;



 


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




    	32



    	



    

		(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 guarantee or security taken pursuant to, or in connection with,
the Finance Documents by any Finance Party.



 


	3		Purpose



 


	3.1		Purpose



 


The
Borrowers shall apply all amounts borrowed under the Facility in accordance with this clause 3.


 


	3.2		Use



 


The
Ship Commitment for each Ship shall be made available solely for the purpose of refinancing outstanding amounts owing by the Owners
of the Ships under the BG Bullet Facilities.


 


	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		Initial conditions precedent



 


The
Lenders will only be obliged to comply with clause 5.4 (Lenders’ participation) in relation to any Utilisation if
on or before the date of this Agreement, the Agent, or its duly authorised representative, has received all of the documents and
the evidence listed in Part 1 of Schedule 3 (Conditions precedent to this Agreement) in form and substance satisfactory
to the Agent.


 


	4.2		Conditions precedent to Utilisation



 


The
Ship Commitment in respect of a Ship shall only become available for borrowing under this Agreement if the Agent, or its duly
authorised representative, has received all of the documents and evidence listed in Part 2 of Schedule 3 (Conditions precedent
to Utilisation) in relation to such Ship in form and substance satisfactory to the Agent.


 


	4.3		Notice to Lenders



 


The
Agent shall notify the Borrowers and the Lenders promptly upon receiving and being satisfied with all of the documents and evidence
delivered to it under this clause 4.


 


	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:


 


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



 


		(b)	the Repeating Representations and, in relation to the first Utilisation, all of the other representations
set out in clause 17 (Representations), are true; and



 


		(c)	in relation to the Utilisation of the Ship Commitment for a Ship, the Ship Representations are
true so far as they relate to that Ship.




    	33



    	



    

	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, provided however that
the conditions set out under clauses 2, 6, 7, 8 and 9 of Part 1 and clauses 3, 5, 6, 8 ,9, 12, 16, 17 and 18 of Part 2 of Schedule
3 (Conditions Precedent) may only be waived by the Agent acting on the instructions of all the Lenders.



    	34



    	



    

SECTION 3 - UTILISATION


 


	5		Utilisation



 


	5.1		Delivery of a Utilisation Request



 


The
Borrowers may utilise the Facility 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.


 


	5.2		Completion of a Utilisation Request



 


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



 


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



 


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



 


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



 


		(d)	it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose)
and it identifies the relevant Ship Commitments to which it relates.



 


	5.2.2		Up to five Advances (one in respect of each Ship) may be requested in the Utilisation
Request.



 


	5.3		Currency and amount



 


	5.3.1		The currency specified in a Utilisation Request must be dollars and the amount of
the proposed Advance must, in relation to a Ship, be the lesser of: (a) the Ship Commitment for that Ship and (b) the Relevant
Percentage for that Ship of the Total Commitments or, if less, the undrawn amount of the Available Facility (which amount when
aggregated with the outstanding Loan must not exceed the Total Commitments) and PROVIDED THAT the Security Value of the Ships
shall always exceed the Minimum Value.



 


	5.3.2		Only one Utilisation may be made in respect of each Ship.



 


	5.4		Lenders’ participation



 


	5.4.1		If the conditions set out in this Agreement have been met, each Lender shall make
its participation in each Advance available by the Utilisation Date through its Facility Office.



 


	5.4.2		The amount of each Lender’s participation in the Advance will be equal to the
proportion borne by its Commitment to the Total Commitments immediately prior to making the Advance.



 


	5.4.3		The Agent shall promptly notify each Lender of the amount of the Advance and the amount
of its participation in the Advance.



 


	5.4.4		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 in accordance with the instructions contained
in the Utilisation Request.





    	35



    	



    

SECTION 4 - REPAYMENT, PREPAYMENT
AND CANCELLATION


 


	6		Repayment



 


On
the applicable Final Repayment Date (without prejudice to any other provision of this Agreement) each Advance shall, to the extent
not previously reduced, be repaid in full together with all outstanding amounts under this Agreement and all other Finance Documents.


 


	7		Illegality, prepayment and cancellation



 


	7.1		Illegality



 


If,
in any applicable jurisdiction, it becomes unlawful or otherwise impossible for any Lender to perform any of its obligations as
contemplated by this Agreement or to fund or maintain its participation in the Loan or it becomes unlawful for any Holding Company
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 Available Commitment of that Lender will be immediately
cancelled and any undrawn Advances shall each be correspondingly reduced rateably; and



 


		(c)	to the extent that the Lender’s participation has not been transferred pursuant to clause
39.5 (Replacement of Lender), the Borrowers shall repay that Lender’s participation in the Loan on the last day of
the Interest Period occurring after the Agent has notified the Borrowers or, if earlier, the date specified by that Lender in the
notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lenders’
corresponding Commitment shall be cancelled in the amount of the participation repaid.



 


	7.2		Change of Control, Drop Down and transfer of shares in Gaslog Carriers



 


	7.2.1		If there is a Change of Control, the Agent shall by notice to the Borrowers cancel
the Total Commitments, with effect from the date 10 Business Days after such Change of Control occurs, and the Borrowers shall
prepay the Loan within 10 Business Days after such Change of Control in full together with all other amounts outstanding under
this Agreement and the other Finance Documents.



 


	7.2.2		If GasLog ceases to be listed on an Approved Exchange or, in the case of GLOP, if
GLOP ceases to be listed on an Approved Exchange for any reason other than as a result of a decision to de-list taken voluntarily
by or on behalf of GLOP, the Agent shall cancel the Total Commitments, with effect from the date 10 Business Days after such de-listing
occurs, and the Borrowers shall prepay the Loans within 10 Business Days after such de-listing occurs in full together with all
other amounts outstanding under this Agreement and the other Finance Documents.



 


	7.2.3		Upon the occurrence of a Drop Down in respect of any Borrower or Borrowers, the Borrowers
shall prepay the Advance under this Facility in respect of the Ship or Ships owned by the Borrower or Borrowers subject to the
Drop Down.



 


	7.2.4		Upon the occurrence of a transfer of shares of Gaslog Carriers to GLOP or to a wholly
owned direct Subsidiary of GLOP, the Borrowers shall prepay the Advance or Advances under this Facility in respect of the Ship
or Ships owned by the Borrower or Borrowers which, as at the time of such transfer, are wholly owned Subsidiaries of Gaslog Carriers.




    	36



    	



    

	7.3		Voluntary cancellation



 


The
Borrowers may, if they give the Agent not less than 10 Business Days’ (or such shorter period as the Majority Lenders may
agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000 and a multiple of $1,000,000) of any part
of any Ship Commitment which is undrawn at the proposed date of cancellation. Any cancellation under this clause 7.3 shall reduce
the Commitments of the Lenders rateably.


 


	7.4		Voluntary prepayment



 


	7.4.1		Subject to clause 7.4.2 the Borrowers may, if they give the Agent not less than ten
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 the relevant Advance by a minimum amount of $5,000,000
and which is a multiple of $1,000,000) on the last day of an Interest Period in respect of the amount to be prepaid.



 


	7.4.2		Prepayments under clause 7.4.1 above shall, at the election of the Borrowers (subject
to no Event of Default having occurred and being continuing) be applied either:



 


		(a)	in whole, to an Advance in respect of any Ship (other than Ship E) including the relevant advance
for that Ship under the Senior Facility; or



 


		(b)	in part or in whole, in prepayment of the Loan and the Senior Loan and in such case the prepayment
shall be applied across the Loan (on a pro rata basis) in the first instance and then pro rata to the Advances under the Senior
Facility.



 


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



 


	7.5.1		If:



 


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



 


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



 


		(c)	any Lender becomes a Defaulting Lender;



 


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 its intention to procure the repayment of that Lender’s participation
in the Loan or give the Agent notice of its intention to replace that Lender in accordance with clause 7.5.4.


 


	7.5.2		On receipt of a notice referred to in clause 7.5.1 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 7.5.4) the Total Commitments shall each be reduced accordingly. The Agent shall as soon as practicable after receipt of
a notice referred to in clause 7.5.1(c) above, notify all the Lenders.



 


	7.5.3		On the last day of each Interest Period which ends after the Borrowers have given
notice under clause 7.5.1 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 Loan.



 


	7.5.4		The Borrowers may, in the circumstances set out in clause 7.5.1, 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 28 (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 undertake and does undertake all the obligations of the assigning Lender in




    	37



    	



    

accordance
with clause 28 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment
equal to the aggregate of:


 


		(a)	the outstanding principal amount of such Lender’s participation in the Loan;



 


		(b)	all accrued interest owing to such Lender;



 


		(c)	except where the relevant Lender is being replaced because it has become a Defaulting Lender, the
Break Costs which would have been payable to such Lender pursuant to clause 10.6 (Break Costs) had the Borrowers prepaid
in full that Lender’s participation in the Loan on the date of the assignment; and



 


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



 


	7.5.5		The replacement of a Lender pursuant to clause 7.5.4 shall be subject to the following
conditions:



 


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



 


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



 


		(c)	in no event shall the Lender replaced under clause 7.5.4 be required to pay or surrender any of
the fees received by such Lender pursuant to the Finance Documents; and



 


		(d)	the Lender shall only be obliged to assign its rights pursuant to clause 7.5.4 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.



 


A
Lender shall perform the checks described in clause 7.5.5(d) above as soon as reasonably practicable following delivery of a notice
referred to in clause 7.5.4 above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with
those checks.


 


	7.6		Sale or Total Loss



 


	7.6.1		If a Ship becomes a Total Loss before its Ship Commitment has become available for
borrowing under this Agreement, the Total Commitments shall immediately be reduced by the Ship Commitment for such Ship and such
Ship Commitment shall be reduced to zero.



 


	7.6.2		On a Mortgaged Ship’s Disposal Repayment Date:



 


		(a)	the Total Commitments will be reduced by the Ship Commitment for such Ship;



 


		(b)	subject to the Senior Facility Finance Documents, the Borrowers shall prepay the Ship Commitment
for such Ship which has become a Total Loss and shall ensure that the Minimum Value is maintained; and



 


		(c)	the Borrowers shall ensure that, immediately following such prepayment, the Security Value is equal
to or greater than the Minimum Value.



 


	7.7		Charter termination



 


Except
with approval, if following the date of this Agreement:


 


	7.7.1		a Charter or a Replacement Charter is for any reason and by any method cancelled,
terminated or rescinded prior to the expiry of its initial term except where a Replacement Charter to such Charter or a Replacement
Charter has been entered into by the date falling 30 days after such cancellation, termination or rescission or such later date
as the Lenders may agree if they are satisfied that either a Replacement Charter shall be entered into or that
a re-financing of
the




    	38



    	



    

Advance
for the Ship relating to such Charter will be implemented, in either case within such period; or


 


	7.7.2		a competent court or arbitration panel decides that a Charter or Replacement Charter
has been validly cancelled, terminated or rescinded prior to the expiry of its initial term except where a Replacement Charter
to such Charter has been entered into by the date falling 30 days after such cancellation, termination or rescission,



 


then
the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrowers with effect from the date ten Business
Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) (the Relevant
Prepayment Date) cancel the Ship Commitment for such Ship and the undrawn Total Commitments shall then be reduced by that
corresponding amount.


 


	7.7.3		On the Relevant Prepayment Date, the Borrowers shall at the Borrowers’ option,
subject to the Senior Facility Finance Documents, either



 


		(a)	prepay the then outstanding amount of the Advance in respect of such Ship; or



 


		(b)	provide cash collateral in an amount equal to the then outstanding amount of the Advance in respect
of such Ship in accordance with clause 23.13 (Creation of additional Security).



 


	7.8		Automatic cancellation



 


Any
part of the Total Commitments which has not become available by the Last Availability Date shall be automatically cancelled at
close of business in London on the Last Availability Date.


 


	7.9		Restrictions



 


	7.9.1		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.



 


	7.9.2		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.



 


	7.9.3		The Borrowers may not reborrow any part of the Facility which is repaid or prepaid.



 


	7.9.4		The Borrowers shall not repay or prepay all or any part of the Loan or cancel all
or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.



 


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



 


	7.9.6		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.



 


	7.9.7		Any partial amount of the Loan prepaid or cancelled under this Agreement shall be
applied in reduction of the repayment under clause 6 (Repayment).






    	39



    	



    

SECTION 5 - COSTS OF
UTILISATION


 


	8		Interest



 


	8.1		Calculation of interest



 


The
rate of interest on each Advance for each Interest Period for that Advance 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 each Advance on the last day of each Interest Period for that Advance (and, if the Interest
Period for that Advance is longer than three months, on the dates falling at three monthly intervals after the first day of the
Interest Period).


 


	8.3		Default interest



 


	8.3.1		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 8.3.2 below, is 200 basis points higher than the rate which would have been payable
if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration
selected by the Agent (acting reasonably). Any interest accruing in accordance with this clause 8.3 shall be immediately payable
by the Obligor on demand by the Agent.



 


	8.3.2		If any overdue amount consists of all or part of the Loan which became due on a day
which was not the last day of an Interest Period relating to the Loan or the relevant part of it:



 


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



 


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



 


	8.3.3		Default interest payable (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



 


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



 


	8.4.2		The Agent shall promptly notify the Borrowers of each Funding Rate relating to each
Advance.



 


	9		Interest Periods



 


	9.1		Interest Periods



 


	9.1.1		For each Advance of the Loan, the relevant Interest Period will be three months or
any other period as agreed between the Borrowers and the Lenders.




    	40



    	



    

	9.1.2		The first Interest Period for each Advance of the Loan shall start on the relevant
Utilisation Date for that Advance and each subsequent Interest Period for each Advance of the Loan shall start on the last day
of its preceding Interest Period.



 


	9.1.3		No Interest Period shall extend beyond the Final Repayment Date.



 


	9.2		Consolidation



 


The
first and subsequent Interest Period for each Advance (other than the first Advance to be drawn) will end on the same day as the
current Interest Period for any other Advance. On the last day of those Interest Periods, those Advances will be consolidated
and treated as one Advance.


 


	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		Unavailability of Screen Rate



 


		(a)	If no Screen Rate is available for LIBOR for an Interest Period, LIBOR shall be the Interpolated
Screen Rate for a period equal in length to that Interest Period.



 


		(b)	If no Screen Rate is available for LIBOR for:



 


		(i)	dollars; or



 


		(ii)	the relevant Interest Period and it is not possible to calculate the Interpolated Screen Rate,
LIBOR shall be the Reference Bank Rate as of noon on the relevant Quotation Day and for a period equal in length to the relevant
Interest Period.



 


	10.2		Calculation of Reference Bank Rate



 


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



 


		(b)	If at or about noon on the relevant Quotation Day none or only one of the Reference Banks supplies
a quotation, there shall be no Reference Bank Rate for that Interest Period and clause 10.4 (Cost of funds) shall apply
to that Advance for that Interest Period.



 


	10.3		Market disruption



 


If
before close of business in London on the Quotation Day for an Interest Period the Agent receives notifications from a Lender
or Lenders (whose participations in the Loan exceed 50 per cent. of the Total Commitments) that the cost to it of funding its
participation in the relevant Advance from whatever source it may reasonably select would be in excess of LIBOR then clause 10.4
(Cost of funds) shall apply to the relevant Advance for the relevant Interest Period.


 


	10.4		Cost of funds



 


		(a)	If this clause 10.4 applies, the rate of interest on each Lender’s share of the relevant Advance
for the Interest Period shall be the percentage rate per annum which is the sum of:




    	41



    	



    

		(i)	the Margin; and



 


		(ii)	the rate notified to the Agent by that Lender as soon as practicable and in any event within ten
Business Days of the first day of that Interest Period (or, if earlier, on the date falling ten Business Days before the date on
which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum
the cost to the relevant Lender of funding its participation in the relevant Advance from whatever source it may reasonably select.



 


		(b)	If this clause 10.4 applies 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.



 


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



 


		(d)	If this clause 10.4 applies pursuant to clause 10.3 (Market disruption) and:



 


		(i)	a Lender’s Funding Rate is less than LIBOR; or



 


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



 


the
cost to that Lender of funding its participation in the relevant Advance for that Interest Period shall be deemed, for the purposes
of paragraph (a) above, to be LIBOR.


 


		(e)	If this clause 10.4 applies pursuant to clause 10.1 (Unavailability of Screen Rate) but
any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated
on the basis of the quotations of the remaining Lenders.



 


	10.5		Notification to Borrowers



 


If
clause 10.4 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the Borrowers.


 


	10.6		Break Costs



 


	10.6.1		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 the Loan or relevant part of it or Unpaid Sum being paid
by the Borrowers on a day other than the last day of an Interest Period for the Loan or relevant part of it or Unpaid Sum.



 


	10.6.2		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



 


	11.1.1		Without prejudice to any other commitment fee arrangements previously agreed between
the Borrowers and the Bookrunner or, as the case may be, the Bookrunner and the other Arrangers, the Borrowers shall pay to the
Agent (for the account of each Lender) a fee in dollars on that Lender’s Available Commitment computed at the rate per annum of
35 per cent of the Margin and calculated from the date of this Agreement (the “start date”).



 


	11.1.2		The Borrowers shall pay the accrued commitment commission on the Last Availability
Date and, if cancelled in full, on the cancelled amount of the relevant Lender’s Available Commitment at the time the cancellation
is effective.






    	42



    	



    

	11.2		Other fees



 


The
Borrowers shall pay to the Agent (for its own account or for distribution to the appropriate Finance Parties, as applicable) the
non-refundable fees in the amount and at the times agreed in any Fee Letter.





    	43



    	



    

SECTION 6 - ADDITIONAL PAYMENT
OBLIGATIONS


 


	12		Tax gross-up and indemnities



 


	12.1		Definitions



 


	12.1.1		In this Agreement:



 


Protected
Party means a Finance Party or, in relation to 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.


 


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 (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)
or a payment under clause 12.3 (Tax indemnity).


 


	12.1.2		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



 


	12.2.1		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.



 


	12.2.2		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.



 


	12.2.3		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.



 


	12.2.4		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.



 


	12.2.5		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



 


	12.3.1		The Borrowers 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 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.



 


	12.3.2		Clause 12.3.1 above shall not apply:






    	44



    	



    

		(a)	with respect to any Tax assessed on a Finance Party:



 


		(i)	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



 


		(ii)	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


 


		(b)	to the extent a loss, liability or cost is compensated for by an increased payment under clause
12.2 (Tax gross-up);



 


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



 


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



 


	12.3.3		A Protected Party making, or intending to make a claim under clause 12.3.1 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.



 


	12.3.4		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



 


	12.4.1		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.



 


	12.4.2		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.



 


	12.4.3		For the purposes of clauses 12.4.1 and 12.4.2 a sum shall be deemed to be taxable
in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party
for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate
of Tax applicable to that Protected Party’s profits or gains for the period in which the payment of the relevant sum falls to
be taken into account for the purposes of such Tax.



 


	12.5		Tax Credit



 


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



    	45



    	



    

		(a)	a Tax Credit is attributable to (A) an increased payment of which that Tax Payment or Compensating
Sum forms part, (B) to that Tax Payment or Compensating Sum or (C) to a Tax Deduction in consequence of which that Tax Payment
Compensating Sum was required; and



 


		(b)	that Finance Party has obtained and utilised that Tax Credit,



 


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 or Compensating Sum not been required to be made by the Obligor.


 


	12.6		FATCA information



 


	12.6.1		Subject to clause 12.6.3, each Party shall, within ten Business Days of a reasonable
request by another Party:



 


		(a)	confirm to that other Party whether it is:



 


		(i)	a FATCA Exempt Party; or



 


		(ii)	not a FATCA Exempt Party;



 


		(b)	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



 


		(c)	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.



 


	12.6.2		If a Party confirms to another Party pursuant to clause 12.6.1(a) 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.



 


	12.6.3		Clause 12.6.1 shall not oblige any Finance Party to do anything, and clause 12.6.1(c)
shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:



 


		(a)	any law or regulation;



 


		(b)	any fiduciary duty; or



 


		(c)	any duty of confidentiality.



 


	12.6.4		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 clauses 12.6.1(a) or 12.6.1(b) (including, for the avoidance
of doubt, where clause 12.6.3 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.



 


	12.7		FATCA Deduction



 


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




    	46



    	



    

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



 


	12.8		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.


 


	12.9		Value added tax



 


	12.9.1		All amounts 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 VAT purposes are deemed to be exclusive of any
VAT which is chargeable on that supply, and accordingly, subject to clause 12.9.2 below, if VAT is or becomes chargeable on any
supply made by any Finance Party to any party under a Finance Document, and such Finance Party is required to account to the relevant
tax authority for the VAT, that party must pay to such 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 the VAT (and such Finance Party must promptly provide an appropriate
VAT invoice to that party).



 


	12.9.2		If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier)
to any other Finance Party (the Recipient) under or in connection with 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):



 


		(a)	(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



 


		(b)	(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.



 


	12.9.3		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 in respect of such VAT from the relevant tax authority.



 


	12.9.4		Any reference in clauses 12.9.1 to 12.9.5 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).



 


	12.9.5		In relation to any supply made by a Finance Party to any party under or in connection
with 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




    	47



    	



    

information
as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.


 


	13		Increased Costs



 


	13.1		Increased Costs



 


	13.1.1		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:



 


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



 


		(b)	is a Basel III Increased Cost and the relevant Finance Party provides a certificate to the Borrower
confirming that it is its policy to actively recover such costs and it is actively recovering such costs to a similar extent from
other similar borrowers in relation to similar facilities. Without prejudice to clause 13.2 (Increased Cost claims):



 


		(i)	a written and duly signed statement by a Finance Party to this effect will be sufficient evidence;
and



 


		(ii)	a Finance Party is not required to provide any further evidence or otherwise substantiate its position
concerning such costs.



 


	13.1.2		In this Agreement Increased Costs means:



 


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



 


		(b)	an additional or increased cost; or



 


		(c)	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 Commitment or funding or performing its obligations under any Finance Document.


 


	13.2		Increased Cost claims



 


	13.2.1		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.



 


	13.2.2		Each Finance Party shall, as soon as practicable after a demand by the Agent, provide
a certificate confirming the amount of its Increased Costs and setting forth the basis of the computation of such amount but not
including any matters which such Lender or its Holding Company regards as confidential or which a Finance Party is not legally
allowed to disclose or is price sensitive in relation to listed shares or other instruments issued by a Finance Party or any of
its Affiliates. Upon the Agent’s receipt of such certificate, the Agent will provide a copy to the Borrowers.



 


	13.3		Exceptions



 


	13.3.1		Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost
is:



 


		(a)	attributable to a Tax Deduction required by law to be made by an Obligor;




    	48



    	



    

		(b)	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 12.3.2 applied);



 


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



 


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



 


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



 


	14		Other indemnities



 


	14.1		Currency indemnity



 


	14.1.1		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:



 


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



 


		(b)	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 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 save in respect of Losses arising out of the relevant Finance
Party’s own breach of the Finance Documents, wilful misconduct or negligence.


 


	14.1.2		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



 


The
Borrowers shall (or shall procure that another Obligor will), within three Business Days of demand by a Finance Party, indemnify
each Finance Party against any Losses incurred by that Finance Party as a result of:


 


		(a)	the occurrence of any Event of Default;



 


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



 


		(c)	funding, or making arrangements to fund, its participation in the Loan 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 wilful misconduct or negligence by that Finance Party) alone; or



 


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




    	49



    	



    

	14.3		Indemnity to the Agent and the Security Agent



 


The
Borrowers shall within three Business Days of demand indemnify the Agent and the Security Agent against:


 


	14.3.1		any and all Losses incurred by the Agent or the Security Agent (acting reasonably)
as a result of:



 


		(a)	investigating any event which it reasonably believes is a Default;



 


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



 


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



 


		(d)	any action taken by the Agent or the Security Agent or any of its or their representatives,
agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor’s obligations
under the Finance Documents,



 


save
in respect of Losses arising out of the relevant Finance Party’s own breach of the Finance Documents, wilful misconduct
or negligence; and


 


	14.3.2		any cost, loss or liability (including, without limitation, for negligence or any
other category of liability) incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security
Agent’s own breach of the Finance Documents, gross negligence or wilful misconduct) (or, in the case of any cost, loss or
liability pursuant to clause 33.9 (Disruption to payment systems etc.) notwithstanding the Agent’s or the Security Agent’s
negligence, gross negligence or any other category of liability but not including any claim based on the fraud of the Agent in
acting as Agent or the Security Agent under the Finance Documents.



 


	14.4		Indemnity concerning security



 


	14.4.1		The Borrowers shall (or shall procure that another Obligor will) within three Business
Days of demand indemnify each Indemnified Person against any and all Losses incurred by it in connection with:



 


		(a)	any failure by either Borrower to comply with clause 16 (Costs and expenses);



 


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



 


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



 


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



 


		(e)	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 misconduct of that Indemnified Person); or



 


		(f)	any breach by an Obligor of any of its obligations expresses to be assumed by it in the Finance
Documents.



 


	14.4.2		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




    	50



    	



    

the indemnity in this clause 14.4 and shall have a lien on the Security Documents and the proceeds of the enforcement
of the 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 either Borrower of the terms of this Agreement, the repayment or prepayment
of the Loan, the cancellation of the Total Commitments or the repudiation by the Agent or any Borrower of this Agreement.


 


	14.6		Exclusion of liability



 


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 misconduct.
Any Indemnified Person may rely on this clause 14.6 subject to clause 1.3 (Third party rights) and the provisions of the
Third Parties Act.


 


	14.7		Fax and email indemnity



 


The
Borrowers shall indemnify each Finance Party against any 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 being made or delivered fraudulently or without proper authorisation (unless such Losses are the direct
result of the gross negligence or wilful misconduct of the relevant Finance Party or the Agent or the Security Agent).


 


	15		Mitigation by the Lenders



 


	15.1		Mitigation



 


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



 


	15.1.2		Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Finance
Documents.



 


	15.2		Limitation of liability



 


	15.2.1		The Borrowers shall within three Business Days of demand 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).



 


	15.2.2		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 Agent, the Arrangers and the Security Agent the amount of
all costs and expenses (including fees, costs and expenses of legal advisers and, subject to clause 22.17 (Independent report),
insurance



    	51



    	



    

and
other consultants and advisers) reasonably incurred by any of them (and by any Receiver) in connection with the negotiation, preparation,
printing, execution, syndication, registration and perfection (and distribution of information under) and any release, discharge
or reassignment of:


 


		(a)	this Agreement, any other documents referred to in this Agreement and the Original Security Documents;



 


		(b)	any other Finance Documents executed or proposed to be executed after the date of this Agreement
including any executed to provide additional security under clause 23 (Minimum security value); and



 


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



 


or
in connection with:


 


		(i)	any valuation carried out under clause 23 (Minimum security value); or



 


		(ii)	any inspection carried out under clause 21.7 (Inspection and notice of drydockings) or any
survey carried out under clause 21.16 (Survey report).



 


	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, reimburse
the Agent for 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 the Agent and the Security Agent (and by any Receiver) in responding to, evaluating,
negotiating or complying with that request or requirement.


 


	16.3		Enforcement, preservation and other costs



 


The
Borrowers shall within five Business Days of demand by a Finance Party, pay to each Finance Party the amount of all costs and
expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers)
incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document
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 or enforcing those rights.



    	52



    	



    


SECTION 7 - REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT


 


	17		Representations



 


Each
of the Borrowers makes and repeats the representations and warranties set out in this clause 17 to each Finance Party at the times
specified in clause 17.33 (Times when representations are made).


 


	17.1		Status



 


	17.1.1		Each Obligor and each Manager is duly incorporated and validly existing under the
laws of the jurisdiction of its incorporation as a limited liability company or corporation 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.



 


	17.1.2		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.



 


	17.2		Binding obligations



 


Subject
to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Transaction 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.


 


	17.3		Power and authority



 


	17.3.1		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 Transaction Document to which it is or will be a party.



 


	17.3.2		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 Transaction Document to which such Obligor is,
or is to be, a party, with effect on and from the date of the relevant Transaction Document.



 


	17.4		Non-conflict



 


The
entry into and performance by each Obligor and any Manager of, and the transactions contemplated by the Transaction 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 such Obligor’s
(or any Manager’s) assets, rights or revenues.



    	53



    	



    

	17.5		Validity and admissibility in evidence



 


	17.5.1		Subject to the Legal Reservations, all authorisations required or desirable:



 


		(a)	to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations
under each Transaction Document to which it is a party;



 


		(b)	to make each Transaction Document to which it is a party admissible in evidence in its Relevant
Jurisdiction; and



 


		(c)	to ensure that each of the Security Interests created under 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 17.12 (No filing or stamp taxes), which
authorisation or filing will be promptly obtained or effected within any applicable period.


 


	17.5.2		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 reasonably be expected to have a Material Adverse Effect.



 


	17.6		Governing law and enforcement



 


	17.6.1		Subject to any relevant Legal Reservations, the choice of governing law as provided
in any Transaction Document will be recognised and enforced in each Obligor’s Relevant Jurisdiction.



 


	17.6.2		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.



 


	17.7		Information



 


	17.7.1		Any Information is true and accurate in all material respects at the time it was given
or made.



 


	17.7.2		There are no facts or circumstances or any other information which could make the
Information incomplete, untrue, inaccurate or misleading in any material respect.



 


	17.7.3		The Information does not omit anything which could make the Information incomplete,
untrue, inaccurate or misleading in any material respect.



 


	17.7.4		All opinions, projections, forecasts or expressions of intention contained in the
Information and the assumptions on which they are based have been arrived at after due and careful enquiry and consideration and
were believed to be reasonable by the person who provided that Information as at the date it was given or made.



 


	17.7.5		For the purposes of this clause 17.7, “Information” means: any
factual information provided by any Obligor to any of the Finance Parties in connection with the Transaction Documents or the
transactions referred to in them.



 


	17.8		Original Financial Statements



 


	17.8.1		The Original Financial Statements were prepared in accordance with GAAP consistently
applied.



 


	17.8.2		The audited Original Financial Statements give a true and fair view of the financial
condition as at the end of the relevant financial year and results of operations during the relevant financial year of the relevant
Obligors and the Group (consolidated in the case of the Group) during the relevant financial year.




    	54



    	



    

	17.8.3		There has been no material adverse change in the Borrowers’ assets, business
or financial condition (or the assets, business or consolidated financial condition of any of the Obligors or the Group) since
the date of the latest Financial Statements delivered under this Agreement to the Finance Parties.



 


	17.9		Pari passu ranking



 


Each Obligor’s payment
obligations under the Finance Documents 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.


 


	17.10		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 Agent under clause
4.1 (Initial conditions precedent), 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
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.


 


	17.11		No insolvency



 


No corporate action, legal proceeding
or other procedure or step described in clause 27.10 (Insolvency proceedings) or creditors’ process described in clause
27.11 (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 27.9 (Insolvency)
applies to an Obligor or a Manager or a Subsidiary of an Obligor or any Transaction Document to which it is, or is to be, party.


 


	17.12		No filing or stamp taxes



 


Under the laws of each Obligor’s
Relevant Jurisdictions it is not necessary that any Transaction 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 Transaction Document or the transactions contemplated by the Finance Documents except
any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal
opinion delivered to the Agent under clause 4.1 (Initial conditions precedent) and which will be made or paid promptly after
the date of the relevant Finance Document.


 


	17.13		Deduction of Tax



 


No Obligor is required to make
any Tax Deduction as defined in clause 12.1 (Definitions) 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 Transaction
Document.


 


	17.14		No Default



 


	17.14.1		No Default is continuing or is reasonably likely to result from the making of any
Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document and no breach
has occurred by the Borrowers of any Charter Documents (save to the extent that any such breach has been remedied).



 


	17.14.2		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




    	55



    	



    




	 	 	Obligor’s or Manager’s assets
                                         are subject which might reasonably be expected to have a Material Adverse Effect.
	 	 	 
	17.15		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 knowledge and belief) been started or threatened against any Obligor or any Manager or any
Subsidiary of an Obligor.


 


	17.16		No breach of laws



 


	17.16.1		No Obligor or Manager or Subsidiary of an Obligor or a Manager has breached any law
or regulation which breach might reasonably be expected to have a Material Adverse Effect.



 


	17.16.2		No labour dispute is current or, to the best of any Obligor’s knowledge and
belief (having made due and careful enquiry), threatened against any Obligor or any Subsidiary of an Obligor which might reasonably
be expected to have a Material Adverse Effect.



 


	17.17		Environmental matters



 


	17.17.1		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.



 


	17.17.2		All consents, licences and approvals required under such Environmental Laws have been
obtained and are currently in force.



 


	17.17.3		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.



 


	17.18		Taxation



 


	17.18.1		No Obligor or 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.



 


	17.18.2		No claims or investigations are being made or conducted against any Obligor or any
Subsidiary of an Obligor with respect to Taxes such that a liability of, or claim against, any Obligor 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.



 


	17.18.3		Except as advised to the Agent prior to the date of this Agreement, each Obligor is
resident for Tax purposes only in the jurisdiction of its incorporation.



 


	17.19		Anti-corruption law



 


Each Group Member has conducted
its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and the Bribery Act 2010 and GasLog and
GLOP, on behalf of each Group Member, has instituted and maintained policies and procedures designed to promote and achieve compliance
with such laws.


 


	17.20		Security and Financial Indebtedness



 


	17.20.1		No Security Interest exists over all or any of the present or future assets of the
Borrowers in breach of this Agreement, other than the Permitted Security Interests.




    	56



    	



    



	17.20.2		Neither Borrower has any other Financial Indebtedness outstanding in breach of this
Agreement.



 


	17.21		Legal and beneficial ownership



 


Each of the Borrowers, GasLog
Carriers and, as applicable, GLOP or GPHL is, or will be, when granted, the sole legal and beneficial owner of the respective assets
over which it purports to grant a Security Interest under the Security Documents.


 


	17.22		Shares



 


The shares of each Borrower
are fully paid and, other than any option which may be given to GLOP in connection with a Drop Down, not subject to any option
to purchase or similar rights. The Constitutional Documents of each Borrower 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 Borrower
(including any option or right of pre-emption or conversion).


 


	17.23		Accounting Reference Date



 


The accounting reference date
of each Obligor is the Accounting Reference Date.


 


	17.24		No adverse consequences



 


	17.24.1		It is not necessary under the laws of the Relevant Jurisdictions of any Obligor:



 


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



 


		(b)	by reason of the execution of any Finance Document or the performance by any Obligor of its obligations
under any Finance Document,



 


that any Finance Party should
be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions.


 


	17.24.2		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.



 


	17.25		Copies of documents



 


The copies of the Charter Documents
and the Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of Utilisation) will
be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such
delivery and no other agreements or arrangements exist between any of the parties to any Charter Document which would materially
affect the transactions or arrangements contemplated by any Charter Document or modify or release the obligations of any party
under that Charter Document.


 


	17.26		No breach of any Charter Document



 


No Owner nor (so far as the
Borrowers are aware) any other person is in breach of any Charter Document to which it is a party nor has anything occurred which
entitles or may entitle any party to any Charter Document to rescind or terminate it or decline to perform their obligations under
it.


 


	17.27		No immunity



 


No Obligor or any of its assets
is immune to any legal action or proceeding.



    	57



    	



    



	17.28		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 Bermudian
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 free of all requirements and recommendations of the relevant
Classification Society; and



 


		(d)	insured in the manner required by the Finance Documents.



 


	17.29		Ship’s employment



 


Each Ship shall on the first
day of the relevant Mortgage Period, or such other time approved by the Lenders:


 


		(a)	have been delivered, and accepted for service, under the relevant Charter; and



 


		(b)	be free of any charter commitment other than the relevant Charter.



 


	17.30		Address commission



 


Save for any brokerage fees
payable to Poten & Partners, there are no rebates, commissions or other payments in connection with any Charter or any Replacement
Charter other than those referred to in it.


 


	17.31		Sanctions



 


	17.31.1		No Ship is a vessel with which any individual, entity or any other person is prohibited
or restricted from dealing with under any Sanctions.



 


	17.31.2		No Obligor nor any other Group Member, nor any of their respective directors or officers:



 


		(a)	is a Prohibited Person;



 


		(b)	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;



 


		(c)	is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of,
a Prohibited Person;



 


		(d)	owns or controls a Prohibited Person;



 


		(e)	is in breach of Sanctions; or



 


		(f)	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.



 


	17.32		No money laundering



 


In relation to the borrowing
by the Borrowers of the Loan, the performance and discharge of their obligations and liabilities under the Finance Documents and
the transactions and other arrangements effected or contemplated by this Agreement, each of the Borrowers is acting for its own
account and 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 by any





    	58



    	



    

relevant regulatory authority or otherwise to combat money laundering (as
defined in Article 1 of the Directive (2005/60/EC) of the European Parliament and of the Council).


 


	17.33		Times when representations are made



 


	17.33.1		All of the representations and warranties set out in this clause 17 (other than Ship
Representations) are deemed to be repeated on the dates of:



 


		(a)	this Agreement;



 


		(b)	the first Utilisation Request; and



 


		(c)	the first Utilisation.



 


	17.33.2		The Repeating Representations are deemed to be repeated on the dates of each subsequent
Utilisation Request, the date of each Utilisation and on the first day of each Interest Period.



 


	17.33.3		All of the Ship Representations are deemed to be made and repeated on the first day
of the Mortgage Period for the relevant Ship.



 


	17.33.4		Each representation or warranty deemed to be made after the date of this Agreement
shall be deemed to be made by reference to the facts and circumstances then existing at the date the representation or warranty
is deemed to be made and, in relation to clause 17.7 (Information), any update to or correction of the Information made
prior to the date the representation or warranty is deemed to be made. For the avoidance of any doubt, no such update to or correction
of any Information shall affect any representation or warranty which is deemed to be made prior to the date on which the update
to or correction of the Information is notified to the Agent.



 


	18		Information undertakings



 


Each Borrower undertakes that
this clause 18 will remain in force during the Facility Period.


 


In this clause 18:


 


“Annual Financial Statements”
means the financial statements for a financial year of the Group, the Borrowers and the Guarantors delivered pursuant to clause
18.1.1.


 


“Half-Yearly Financial
Statements” means the financial statements for a financial half year to 30 June of the relevant year of the Group, the
Borrowers and the Guarantors delivered pursuant to clause 18.1.2.


 


	18.1		Financial statements



 


	18.1.1		The Borrowers 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 150 days after the end of the relevant
financial year:



 


		(a)	the unaudited financial statements of each Borrower and each Guarantor (other than Gaslog and GLOP)
for that financial year; and



 


		(b)	the audited consolidated and unconsolidated financial statements of Gaslog and GLOP for that financial
year.



 


	18.1.2		Each Borrower 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 90 days after the end of the first half
year of the relevant financial year the unaudited financial statements (consolidated if appropriate) of the Guarantors for that
financial half year. The Borrower shall




    	59



    	



    


	 	 	 also supply to the Agent a budget and cashflow projection for the Borrowers and the Guarantors
for each period of 12 months prior to each financial year.



 


	18.2		Requirements as to financial statements



 


	18.2.1		The Borrowers shall procure that each set of Annual Financial Statements and Half-Yearly
Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and projection and that the
applicable Annual Financial Statements shall be audited by the Auditors.



 


	18.2.2		Each set of financial statements delivered pursuant to clause 18.1 (Financial statements)
shall:



 


		(a)	be prepared in accordance with GAAP;



 


		(b)	give a true and fair view of (in the case of 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



 


		(c)	in the case of annual audited financial statements, not be the subject of any qualification in
the Auditors’ opinion.



 


	18.2.3		The Borrowers shall procure that each set of financial statements delivered pursuant
to clause 18.1 (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:



 


		(a)	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



 


		(b)	sufficient information, in form and substance as may be reasonably required by the Agent, to enable
the Lenders to determine whether clause 5 of the GasLog Guarantee (Financial covenants) and clause 5 of the GLOP Guarantee
(Financial covenants) have 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.


 


	18.3		Year-end



 


	18.3.1		The Borrowers shall procure that each financial year-end for each Obligor falls on
the Accounting Reference Date.



 


	18.3.2		The Borrowers shall procure that each accounting period ends on an accounting date.



 


	18.4		Information: miscellaneous



 


The Borrowers shall supply to
the Agent:


 


		(a)	at the same time as they are dispatched, copies of all material documents dispatched by any Obligor
to its creditors or shareholders generally (or any class of them);



 


		(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative
proceedings which are current, threatened or pending against any Obligor




    	60



    	



    


	 	 	 or any Manager and which, if adversely determined, might
reasonably be expected to have a Material Adverse Effect;



 


		(c)	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;



 


		(d)	promptly on request, such further information regarding the financial condition, commitments, assets
and operations of the Obligors as any Finance Party through the Agent may reasonably request; and



 


		(e)	promptly, any requests made by the relevant Charterer under clause 19 (subletting, assignment,
novation) of the relevant Charter or, in the case of Ship E, Charter Master Agreement,



 


provided that, in the case of
(a) to (d) 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.


 


	18.5		Notification of Default



 


The Borrowers shall notify the
Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon the Borrowers (or any of them) becoming aware
of its occurrence (unless it is aware that a notification has already been provided by another Obligor).


 


	18.6		Sufficient copies



 


The Borrowers, if so requested
by the Agent, shall supply sufficient copies of each document to be supplied under the Finance Documents to the Agent to distribute
to each of the Lenders.


 


	18.7		“Know your customer” checks



 


	18.7.1		If:



 


		(a)	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;



 


		(b)	any change in the status of an Obligor or the composition of the shareholders of an Obligor after
the date of this Agreement; or



 


		(c)	a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this
Agreement to a party that is not a Lender prior to such assignment or transfer,



 


obliges the Agent or any Lender
(or, in the case of paragraph (c) above, any prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall as
soon as reasonably practicable after the request of the Agent or any Lender supply, or procure the supply of, such documentation
and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or,
in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Agent, such
Lender or, in the case of the event described in paragraph (c) 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.


 


	18.7.2		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.




    	61



    	



    


	18.8		Use of websites



 


	18.8.1		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:



 


		(a)	the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication
of the information by this method;



 


		(b)	both the Borrowers and the Agent are aware of the address of and any relevant password specifications
for the Designated Website; and



 


		(c)	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.


 


	18.8.2		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.



 


	18.8.3		The Borrowers shall promptly upon any of them becoming aware of its occurrence notify
the Agent if:



 


		(a)	the Designated Website cannot be accessed due to technical failure;



 


		(b)	the password specifications for the Designated Website change;



 


		(c)	any new information which is required to be provided under this Agreement is posted onto the Designated
Website;



 


		(d)	any existing information which has been provided under this Agreement and posted onto the Designated
Website is amended; or



 


		(e)	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 (a) to (e) 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.


 


	18.8.4		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.



 


	19		General undertakings



 


Each Borrower undertakes or,
as the case may be, shall procure that this clause 19 will be complied with throughout the Facility Period.



    	62



    	



    


	19.1		Use of proceeds



 


The
proceeds of Utilisations will be used exclusively for the purposes specified in clause 3 (Purpose).


 


	19.2		Authorisations



 


Subject to the Legal Reservations,
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 Transaction Documents;



 


		(ii)	ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document;
and



 


		(iii)	carry on its business where failure to do so has, or might reasonably be expected to have, a Material
Adverse Effect.



 


	19.3		Compliance with laws



 


Each Obligor and each Manager
will comply in all respects with all laws and regulations (including Environmental Laws and Sanctions) to which it may be subject.


 


	19.4		Anti-corruption and anti-terrorism law



 


	19.4.1		No Obligor or other Group Member will directly or indirectly use the proceeds of the
Facility for any purpose which would breach the Bribery Act 2010 or the United States Foreign Corrupt Practices Act of 1977.



 


	19.4.2		The Borrowers shall procure that GasLog and GLOP (and GasLog or GLOP (as applicable)
shall ensure that each other Group Member will):



 


		(a)	conduct its businesses in compliance with the Bribery Act 2010 and the United States Foreign Corrupt
Practices Act of 1977; and



 


		(b)	maintain policies and procedures designed to promote and achieve compliance with such laws.



 


	19.4.3		No Obligor shall engage in the Financing of Terrorism. For the purposes of this clause,
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.



 


	19.5		Taxation



 


	19.5.1		Each Obligor 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:



 


		(a)	such payment is being contested in good faith;



 


		(b)	adequate reserves are being maintained for those Taxes and the costs required to contest them which
have been disclosed in its latest financial statements delivered to the Agent under clause 18.1 (Financial statements);
and




    	63



    	



    


		(c)	such payment can be lawfully withheld.



 


	19.5.2		Unless otherwise approved, 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.



 


	19.6		Change of business or ownership



 


	19.6.1		Except as approved by the Majority Lenders, no material change will be made to the
nature of the business of the Obligors from that carried on at the date of this Agreement, save that any activities involving
or undertaken whatsoever within the LNG 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.



 


	19.6.2		Except as approved by the Majority Lenders, no change which might reasonably be expected
to have a Material Adverse Effect will be made to the corporate structure of the Obligors from that as at the date of this Agreement,
provided always that such approval shall not be unreasonably withheld as long as GasLog and GLOP remain the Holding Companies
of the relevant Obligors. For the avoidance of doubt, the parties agree that a Drop Down or a Reverse Drop Down as referred to
in clauses 19.6.3, 19.6.4 and/or 19.6.5 or a transfer of the ownership of GasLog Carriers from GasLog to a Subsidiary of GLOP
as referred to in clause 19.6.6 will not constitute a change in corporate structure within the meaning of this clause 19.6.2.



 


	19.6.3		The Borrowers shall be permitted to proceed with a Drop Down subject to the following
conditions:



 


		(a)	if applicable, any prepayment required pursuant to clause 7.2.3 has been made; and



 


		(b)	in respect of GLOP and GPHL and/or as the case may be GasLog Carriers, any and all relevant corporate
authorisations in respect of the execution, delivery and performance of the documents necessary to effect the Drop Down (of the
nature described in Schedule 3 Part 1 paragraph 1 (Obligors’ Corporate documents);



 


		(c)	replacement Share Security from GPHL (as applicable) in respect of the shares in the relevant Borrower
or Borrowers subject to the Drop Down; and



 


		(d)	any legal opinions reasonably required by the Agent in respect of the documents necessary to effect
the Drop Down,



 


which in each case (in relation
to (b) to (d) above) are provided to the Agent in form and substance substantially similar to the equivalent documentation provided
to the Agent pursuant to clause 4 (mutatis mutandis) in respect of any Advance or are otherwise satisfactory to the Agent, acting
on the instructions of the Majority Lenders, in each case acting reasonably.


 


	19.6.4		Upon the occurrence of Drop Down 2 once all conditions referred to in clause 19.6.3
have been fulfilled to the satisfaction of the Agent, the Lenders agree that GasLog Carriers will be released from their obligations
under (i) the GasLog Carriers Guarantee, (ii) any Account Security granted by GasLog Carriers (if relevant), (iii) the Share Security
granted by GasLog Carriers and (iv) any further documentation entered into by GasLog Carriers in respect of obligations under
the Finance Documents.



 


	19.6.5		The Borrowers shall be permitted to proceed with a Reverse Drop Down subject to the
following conditions:



 


		(a)	in respect of GLOP and GPHL and/or as the case may be GasLog Carriers, any and all relevant corporate
authorisations in respect of the execution, delivery and performance of the documents necessary to effect the Reverse Drop Down
(of the nature described in Schedule 3 Part 1 paragraph 1 (Obligors’ Corporate documents);




    	64



    	



    


		(b)	replacement Share Security from Gaslog Carriers or GasLog (whichever is the relevant Holding Company
of the relevant Borrower as a result of the Reverse Drop Down) in respect of the shares in the relevant Borrower or Borrowers subject
to the Reverse Drop Down;



 


		(c)	(if the Agent considers it necessary) a new GasLog Carriers Guarantee is granted by GasLog Carriers
with recourse limited to the Advance or Advances in respect of the relevant Borrower or Borrowers subject to the Reverse Drop Down
and (if applicable) a new Account Security is granted by GasLog Carriers; and



 


		(d)	any legal opinions reasonably required by the Agent in respect of the documents necessary to effect
the Reverse Drop Down,



 


which in each
case are provided to the Agent in form and substance substantially similar to the equivalent documentation provided to the Agent
pursuant to clause 4 (mutatis mutandis) in respect of any Advance or are otherwise satisfactory to the Agent, acting on the instructions
of the Majority Lenders, in each case acting reasonably.


 


	19.6.6		Following the date of this Agreement, the shares in GasLog Carriers may, at any time,
be transferred by GasLog to GLOP or to a wholly owned direct Subsidiary of GLOP without the approval of the Finance Parties provided
that, upon the occurrence of the share transfer, any prepayment required pursuant to clause 7.2.4 has been made and that the Borrowers
provide to the Agent:



 


		(a)	30 days prior written notice of such transfer;



 


		(b)	such information in advance of any such transfer proceeding as the Agent may require in relation
to the terms and conditions of the transfer or in relation to the transfer arrangements; and



 


		(c)	promptly upon completion of the transfer, a copy of the share register of GasLog Carriers evidencing
that it is owned by GLOP or to a wholly owned direct Subsidiary of GLOP,



 


and provided that no Default shall occur
as a result of the transfer.


 


	19.7		Merger



 


Unless otherwise approved by
the Majority Lenders (such consent not to be unreasonably withheld or delayed), no Obligor will enter into any amalgamation, demerger,
merger, consolidation or corporate reconstruction (other than an amalgamation, merger, consolidation or corporate reconstruction
of a Guarantor where such Guarantor is the surviving entity of the same provided that in the reasonable opinion of the Agent (having
reviewed all relevant information in relation to the amalgamation, demerger, merger, consolidation or corporate reconstruction
received from Gaslog), no Default or Material Adverse Effect shall occur as a result of the amalgamation, demerger, merger, consolidation
or corporate reconstruction in relation to such Guarantor). For the avoidance of doubt, the parties agree that a Drop Down as referred
to in clause 19.6.3 will not constitute an amalgamation, demerger, merger, consolidation or corporate reconstruction within the
meaning of this clause 19.7.


 


	19.8		Further assurance



 


	19.8.1		Each Obligor shall promptly do all such acts or execute all such documents (including
assignments, transfers, mortgages, charges, notices and instructions) as the Agent or, as the case may be, the Majority Lenders
may reasonably specify (and in such form as the Agent may reasonably require in favour of the Security Agent or its nominee(s))
as provided under each Finance Document, as applicable:



 


		(a)	subject to the Legal Reservations, to perfect the Security Interests created or intended to be
created by that Obligor under or evidenced by the Security Documents (which may




    	65



    	



    


	 	 	 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, excluding
registration of the Guarantees with the respective Companies Registry) or to protect or ensure the priority of such Security Interests
or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to
the Finance Documents or by law;



 


		(b)	to confer on the Security Agent or on the Finance Parties 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; and/or



 


		(c)	to facilitate the realisation of the assets which are, or are intended to be, the subject of the
Security Documents.



 


	19.8.2		Each Obligor shall take all such action as is available to it (including making all
filings and registrations, excluding registration of the Guarantees with the respective Companies Registry) 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 or the Finance Parties by or pursuant to the relevant Finance
Documents.



 


	19.9		Negative pledge in respect of Charged Property



 


Except as approved by the Lenders
and for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest over any Charged Property.


 


	19.10		Environmental matters



 


	19.10.1		Without prejudice to clause 18.4(b) (Information: miscellaneous), the Agent
will be notified as soon as reasonably practicable of any Environmental Claim being made against 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.



 


	19.10.2		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.



 


	19.11		Pari passu



 


Each Obligor will ensure that
its obligations under the Finance Documents shall, without prejudice to the security 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 Financial Indebtedness
with the exception of any obligations which are mandatorily preferred by law and not by contract.


 


	19.12		Sanctions



 


	19.12.1		No Obligor nor any other Group Member will, directly or indirectly, make any proceeds
of the Loan 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.



 


	19.12.2		The Obligors will procure that none of the Obligors nor any of the Group Members will:



 


		(a)	be a Prohibited Person;




    	66



    	



    


		(b)	to the extent restricted by any Sanctions Authority:



 


		(i)	use any revenue directly derived from any activity or dealing with a Prohibited Person in discharging
any obligations due or owing to the Finance Parties; or



 


		(ii)	credit any proceeds received directly from any activity or dealing with a Prohibited Person to
any bank account held with any Finance Party in its name;



 


		(iii)	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;



 


		(iv)	be owned or controlled directly or indirectly by, or act directly or indirectly on behalf of or
for the benefit of, a Prohibited Person;



 


		(v)	own or control, directly or indirectly, a Prohibited Person;



 


		(vi)	be in breach of Sanctions.



 


	19.12.3		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.



 


	19.12.4		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.



 


	19.12.5		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.



 


	20		Dealings with Ship



 


Each Borrower undertakes that
this clause 20 will be complied with in relation to each Ship throughout the relevant Ship’s Mortgage Period.


 


	20.1		Ship’s name and registration



 


		(a)	The Ship’s name shall only be changed after prior notice to the Agent.



 


		(b)	The Ship shall be permanently registered with the relevant Registry under the laws of its Flag
State. Except with prior written approval (not to be unreasonably withheld or delayed), 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, in 




    	67



    	



    


	 	 	the opinion of the Lenders, equivalent to those in place prior to such registration)
in favour of the Security Agent immediately following the registration of 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.



 


	20.2		Notification of certain events



 


The relevant Owner shall notify
the Agent immediately if a material dispute arises under its Charter Documents.


 


	20.3		Sale or other disposal of Ship



 


	20.3.1		Except (i) with approval of the Majority Lenders such approval not to be unreasonably
withheld, or, (ii) if no Default is then continuing, for a sale to a buyer who is not an Affiliate of the Borrowers for a cash
price payable on completion of the sale which is no less than the amount by which the Loan must be reduced under clause 7.6 (Sale
or Total Loss) on completion of the sale, the relevant Owner will not sell, or agree to, transfer, abandon or otherwise dispose
of the Ship or any share or interest in it.



 


	20.3.2		If the Owner agrees to sell or transfer its Ship and the relevant Owner and the other
Borrowers are in compliance with clause 20.3.1 and no Default has occurred which is continuing at the time, the Lenders 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 20.3.2 and clause 7.6 (Sale or Total Loss), the Mortgage over that Ship will be discharged
and the Deed of Covenant, any Charter Assignment, the Share Security, the Account Security and any 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 (each in an approved form) to be executed by the relevant Finance Parties and the remaining Obligors
at the cost and expense of the Borrowers.



 


	20.4		Manager



 


A commercial or technical manager
of the Ship other than the Commercial Manager or Technical Manager 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) and it has, if required by
the Agent, delivered a duly executed Manager’s Undertaking to the Security Agent. Once approved, no material variations may
be agreed to the terms of appointment of the manager without approval of the Majority Lenders (and, for the avoidance of doubt,
any assignment or novation of the terms of appointment without approval shall constitute a material variation).


 


	20.5		Copy of Mortgage on board



 


A properly certified copy of
the Ship’s Mortgage shall be kept on board the Ships with its papers and shown to anyone having business with that Ship which
might create or imply any commitment or Security Interest over or in respect of that Ship (other than a lien for crew’s wages
and salvage) and to any representative of the Agent or the Security Agent.


 


	20.6		Notice of Mortgage



 


A framed printed notice of the
relevant 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:



    	68



    	



    


“NOTICE OF MORTGAGE


 


This Ship is subject to a second
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.


 


	20.7		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 request,
immediately execute such form of transfer of title to the Ship as the Agent may require.


 


	20.8		Chartering



 


Except with approval,
the relevant Owner shall not enter into any charter commitment for the Ship (except for the Ship’s Charter or Replacement
Charter), which is:


 


		(a)	a bareboat or demise charter or passes possession and operational control of the Ship to another
person;



 


		(b)	capable of lasting more than 24 calendar months (excluding any optional additional period not exceeding
30 days);



 


		(c)	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



 


		(d)	to an Affiliate.



 


	20.9		Lay up



 


Except with approval,
the Ship shall not be laid up or deactivated.


 


	20.10		Sharing of Earnings



 


Except with approval, the relevant
Owner shall not enter into any arrangement under which its Earnings from the Ship may be shared with anyone else.


 


	20.11		Payment of Earnings



 


The relevant Owner’s Earnings
from the Ship shall be paid in the way required by the Ship’s Deed of Covenant and the Ship’s Charter Assignment (subject
to the Senior Facility Security Documents). If any Earnings are held by brokers or other agents, they shall be paid to the Security
Agent, if it requires this after the Earnings have become payable to it under the Ship’s Deed of Covenant and the Ship’s
Charter Assignment or to the Senior Agent under the Senior Facility Security Documents.


 


	21		Condition and operation of Ship



 


Each Borrower undertakes that
this clause 21 will be complied with in relation to each Ship throughout the relevant Ship’s Mortgage Period.



    	69



    	



    


	21.1		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.


 


	21.2		Modification



 


Except with approval of the
Agent acting on the instructions of the Majority Lenders, 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.


 


	21.3		Removal of parts



 


Except with approval of the
Agent acting on the instructions of the Majority Lenders, 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).


 


	21.4		Third party owned equipment



 


Except with approval of the
Agent acting on the instructions of the Majority Lenders, equipment owned by a third party shall not be installed on the Ship,
unless it can be removed without risk of causing damage to the structure or fabric of the Ship or without incurring significant
expense.


 


	21.5		Maintenance of class; compliance with laws



 


The Ship’s class shall
be the relevant Classification with the relevant Classification Society and neither its Classification nor its Classification Society
shall be changed without approval of the Majority Lenders (such approval not to be unreasonably withheld or delayed) and there
must be no material overdue recommendations. The Ship and every person who owns, operates or manages the Ship shall comply with
all laws applicable to vessels registered in its Flag State or which for any other reason (including any and all applicable sanctions
regimes) apply to the Ship or to its condition or operation.


 


	21.6		Surveys



 


The Ship shall be submitted
to continuous surveys and any other surveys which are required for it to maintain its Classification as its class. Copies of reports
of those surveys shall be provided promptly to the Agent if it so requests.


 


	21.7		Inspection and notice of drydockings



 


The Agent and/or surveyors or
other persons appointed by it for such purpose shall be allowed to board the Ship at all reasonable times, subject to prior notice
to relevant Owner and without hindering the Ship’s operations or its employment, 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 relevant Owner shall bear and reimburse to the Agent, where incurred by the Agent, all costs and
expenses of one such inspection per calendar year, unless an Event of Default has occurred and is continuing, in which case the
costs and expenses of any such inspection shall be for the account of the relevant Owner.


 


	21.8		Prevention of arrest



 


All debts, damages, liabilities
and outgoings (due and payable and not contested by relevant Owner in good faith) which have given, or may reasonably give, rise
to maritime, statutory or



    	70



    	



    

 possessory liens on, or claims enforceable against, the Ship, its Earnings or Insurances shall be promptly
paid and discharged.


 


	21.9		Release from arrest



 


The relevant Owner shall use
its reasonable endeavours that the Ship, its Earnings and Insurances shall promptly within 30 days (or such longer period as may
be approved by the Lenders) be released from any arrest, detention, attachment or levy, and that any legal process against the
Ship shall be promptly within 30 days (or such longer period as may be approved by the Lenders) discharged, by whatever action
is required to achieve that release or discharge.


 


	21.10		Information about 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,
provided that any information so requested and supplied which pertains to the relevant Charter or the relevant Replacement Charter
shall be held by the Agent and the other Finance Parties on a confidential basis.


 


	21.11		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;



 


		(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;



 


		(e)	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



 


		(f)	any arrest 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; and



 


		(g)	any withdrawal of any applicable operating certificate.



 


	21.12		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 held with the Account Bank. Proper accounting records shall be kept of the Ship
and its Earnings.


 


	21.13		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;




    	71



    	



    


		(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.



 


	21.14		Repairers’ liens



 


Except with approval of the
Majority Lenders, 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 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 the cost of such work.


 


	21.15		Codes



 


The Ship shall be operated in
accordance with, and the persons responsible for its operation shall at all times comply with, the requirements of any applicable
code or prescribed procedures required to be observed by the Ship or in relation to its operation under any applicable law or regulation
(including but not limited to those currently known as the ISM Code and the ISPS Code). The Agent shall promptly be informed of:


 


		(a)	any threatened or actual withdrawal of any certificate issued in accordance with any such code
which is or may be applicable to the Ship or its operation; and



 


		(b)	the issue of any such certificate or the receipt of notification that any application for such
a certificate has been refused.



 


	21.16		Survey report



 


As soon as reasonably practicable
after the Agent requests it, the Agent shall be given a report on the seaworthiness and/or safe operation of the Ship, from approved
surveyors or inspectors. 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, provided that unless an Event of Default has occurred and is continuing the Borrowers shall only be
liable for the cost of one survey report per Ship in any calendar year.


 


	21.17		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;



 


		(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.



    	72



    	



    


	21.18		War zones



 


The Ship may enter or remain
in any zone which has been declared a war zone by any government entity or the Ship’s war risk insurers, subject to any requirements
of the Ship’s insurers necessary to ensure that the Ship remains properly insured and complies with any requirements (including
any requirement for the payment of extra insurance premiums) which the insurers specify 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.


 


	22		Insurance



 


Each Borrower undertakes that
this clause 22 shall be complied with in relation to each Ship and its Insurances throughout the Mortgage Period.


 


	22.1		Insurance terms



 


In this clause 22:


 


“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 22.2(a).


 


“minimum hull cover”
means, in relation to a Ship, an amount equal at the relevant time to 120 per cent. of the aggregate outstanding principal amount
of the Ship Commitments for that Ship under the Loan and the Senior Loan.


 


“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).


 


	22.2		Coverage required



 


The Ship shall at all times
be insured:


 


		(a)	against fire and usual marine risks (including excess risks) and war risks (including war protection
and indemnity risks and terrorism risks) on an agreed value basis, for at least its minimum hull cover and no less than its market
value and provided that (i) the hull and machinery policy shall be for no less than 80 per cent of the agreed value; and (ii) the
balance of the agreed value may be covered by increased value insurance of which up to 332/3 per cent may
be represented by a hull interest and freight interest policy;



 


		(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)
and a freight, demurrage and defence cover;




    	73



    	



    


		(c)	against such other risks and matters which the Agent (acting on the instructions of the Majority
Lenders) notifies it that it considers reasonable for a prudent shipowner or operator to insure against at the time of that notice;
and



 


		(d)	on terms which comply with the other provisions of this clause 22.



 


	22.3		Placing of cover



 


The insurance coverage required
by clause 22.2 (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 if required by it) (unless such other person is approved (as at the date of this Agreement,
the Managers are so approved) and, if so required by the Agent or, as the case may be, the Majority Lenders, has duly executed
and delivered a first priority assignment of its interest in the Ship’s Insurances to the Security Agent in an approved form
and provided such supporting documents and opinions in relation to that assignment as the Agent requires);



 


		(b)	if the Agent or, as the case may be, the Majority Lenders so requests, in the joint names of the
Ship’s Owner and Security Agent (and, to the extent reasonably practicable in the insurance market, without liability on
the part of the Security Agent for premiums or calls);



 


		(c)	in dollars or another approved currency;



 


		(d)	arranged through approved brokers or direct with approved insurers or protection and indemnity
or war risks associations; and



 


		(e)	on approved terms and with approved insurers or associations.



 


	22.4		Deductibles



 


The aggregate amount of any
excess or deductible under the Ship’s hull cover shall not exceed $1,000,000 without the Agent’s approval.


 


	22.5		Mortgagee’s insurance



 


		(a)	The Borrower shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent)
of taking out and keeping in force in respect of the Ship and the other Ships on approved terms, or in considering or making claims
under a mortgagee’s interest insurance and a mortgagee’s additional perils (Pollution) cover for the benefit of the
Finance Parties for an amount of 120 per cent of the Loan; and



 


		(b)	any other insurance cover which the Agent reasonably requires in respect of any Finance Party’s
interests and potential liabilities (but not with respect to loss of hire of the Ship) (whether as mortgagee of the Ship or beneficiary
of the Security Documents).



 


	22.6		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 the other Borrowers’ Ships); or



 


		(b)	cancel that cover because of non-payment of premiums in respect of such other vessels,




    	74



    	



    


or the Borrowers shall ensure
that hull cover for the Ship and any other Ship is provided under a separate policy from any other vessels.


 


	22.7		Payment of premiums



 


All premiums, calls, contributions
or other sums payable in respect of the Insurances shall be paid punctually by the Borrowers and the Agent shall be provided with
all relevant receipts or other evidence of payment upon request.


 


	22.8		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 told 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 Ship’s Insurances
are proposed to be renewed.


 


	22.9		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.


 


	22.10		Confirmation of renewal



 


The Ship’s Insurances
shall be renewed upon their expiry in a manner and on terms which comply with this clause 22 and confirmation of such renewal given
by approved brokers or insurers to the Agent at least seven days (or such shorter period as may be approved) before such expiry.


 


	22.11		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 by the Borrowers when
required by the association.


 


	22.12		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.


 


	22.13		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.


 


	22.14		Insurance Notices and Loss Payable Clauses



 


The interest of the Security
Agent as assignee 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 if it is itself an assured).



    	75



    	



    


	22.15		Insurance correspondence



 


If so required by the Agent
or, as the case may be, 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.


 


	22.16		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.


 


	22.17		Independent report



 


If the Agent asks the Borrowers
for a detailed report from an independent firm of marine insurance brokers approved by the Agent giving their opinion on the adequacy
of the Ship’s Insurances then the Agent shall be provided promptly with such a report at no cost to the Agent or (if the
Agent obtains such a report itself) the Borrowers shall reimburse the Agent for the cost of obtaining that report, Provided that
unless an Event of Default has occurred and is continuing (or a material change has occurred in relation to the Insurances) the
Borrowers shall only be liable for the cost of one insurance report in any calendar year.


 


	22.18		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.


 


	22.19		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.


 


	22.20		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.


 


	22.21		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.


 


	22.22		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.


 


	23		Minimum security value



 


Each Borrower undertakes that
this clause 23 will be complied with throughout the Facility Period.



    	76



    	



    



	23.1		Valuation of assets



 


For the purpose of the Finance
Documents, the value at any time of any Ship or any other asset over which additional security is provided under this clause 23
will be its value as most recently determined in accordance with this clause 23.


 


	23.2		Valuation frequency



 


Valuations of each Ship and
each such other asset shall be addressed to the Agent (and for the benefit of the other Finance Parties) and in accordance with
this clause 23 shall be obtained on or prior to making available the Advance for that Ship, and shall be dated within 30 days of
such date and thereafter on a semi-annual basis (on 30 June and 31 December each year) and at any other time required by the Agent
in each case being dated within 30 days of the date on which it is required to be provided.


 


	23.3		Expenses of valuation



 


The Borrowers shall bear, and
reimburse to the Agent where incurred by the Agent, all costs and expenses of providing:


 


		(a)	one set of valuations of each Ship per half-year (which shall not include the costs and expenses
of providing any valuations required under clause 4 (Conditions of Utilisation) which shall also be for the account of the
Borrowers); and



 


		(b)	in addition to those referred to in (a) above, any sets of valuations carried out at any time when
an Event of Default has occurred and is continuing.



 


	23.4		Valuations procedure



 


The value of each Ship shall
be determined in accordance with, and by valuers approved and appointed in accordance with, this clause 23. Additional security
provided under this clause 23 shall be valued in such a way, on such a basis and by such persons (including the Agent itself) as
may be approved or as may be agreed in writing by the Borrowers and the Agent (on the instructions of the Majority Lenders).


 


	23.5		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.


 


	23.6		Basis of valuation



 


Each valuation will be addressed
to the Agent in its capacity as such 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 burden of any charter commitment.



 


	23.7		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.



    	77



    	



    


	23.8		Approval of valuers



 


All valuers must be Approved
Valuers.


 


	23.9		Appointment of valuers



 


When a valuation is required
for the purposes of this clause 23, the Agent and the Borrowers shall promptly appoint Approved Valuers to provide such a valuation.
If the Borrowers are approved by the Lenders to appoint Approved Valuers but fail to do so promptly, the Agent may appoint Approved
Valuers to provide that valuation.


 


	23.10		Number of valuers



 


Each valuation shall be carried
out by two Approved Valuers of whom one shall be nominated by the Agent and the other by the Borrowers. If the Borrowers fail promptly
to nominate a second Approved Valuers then the Agent may nominate the second Approved Valuers.


 


	23.11		Differences in valuations



 


If valuations provided by Approved
Valuers differ, the value of the Ship for the purposes of the Finance Documents will be the mean average of those valuations. If
the higher of the two valuations obtained pursuant to clause 23.10 (Number of valuers) is more than 115 per cent of the
lower of the two valuations then a third valuation shall be obtained from an Approved Valuer selected by the Borrowers and the
value of the Ship for the purposes of the Finance Documents will be the mean average of those three valuations.


 


	23.12		Security shortfall



 


If at any time the Security
Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrowers
require such deficiency be remedied. The Borrowers shall then within 14 days of receipt of such notice ensure that the Security
Value equals or exceeds the Minimum Value. For this purpose, the Borrowers may:


 


		(a)	provide additional security (in favour of the security agent under the Senior Facility (as to first
priority) and in favour of the Security Agent under this Facility (as to second priority)) and over other approved assets in accordance
with this clause 23; and/or



 


		(b)	cancel part of the Total Commitments under clause 7.3 (Voluntary cancellation); and/or



 


		(c)	subject to the Senior Facility Finance Documents, prepay part of the Loan under clause 7.4 (Voluntary
prepayment) but on five Business Days’ notice instead of the period required by such clause.



 


Any cancellation of part of
the Available Facility pursuant to this clause 23.12 shall reduce the Total Commitments by the same amount and shall reduce the
Commitments pro rata.


 


	23.13		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 will only
be taken into account for the purposes of determining the Security Value if and when:


 


		(a)	that additional security, its value and the method of its valuation have been approved;



 


		(b)	a Security Interest over that security has been constituted in favour of the Security Agent (and,
as the case may be, the security agent under the Senior Facility) in a form and manner approved by the Lenders and, as the case
may be, the relevant Senior Finance Parties;




    	78



    	



    


		(c)	this Agreement has been unconditionally amended in such manner as the Agent requires in consequence
of that additional security being provided; and



 


		(d)	the Agent, or its duly authorised representative, has received such documents and evidence it may
require in relation to that additional security including documents and evidence of the type referred to in Schedule 3 (Conditions
precedent) in relation to that additional security and its execution and (if applicable) registration.



 


	23.14		Additional security 12 months prior to Charter’s or Replacement Charter’s
expiry



 


	23.14.1		In respect of each Ship, on the earlier to occur of:



 


		(a)	the date falling 12 months prior to the expiry of that Ship’s Charter or Replacement Charter
(the 12 Month Expiry Date) (if by such 12 Month Expiry Date, it has not been agreed to the satisfaction of the Agent that
such Charter or Replacement Charter will replaced by a Replacement Charter prior to its expiry date); and



 


		(b)	the date on which any option pursuant to such Charter or Replacement Charter to extend the term
of that Ship’s Charter or Replacement Charter by a specific date has not been exercised,



 


the relevant Borrower shall immediately
notify the Agent in writing (the Charter Expiry Notice). Such Charter Expiry Notice shall confirm: (i) the relevant Charter
or Replacement Charter’s expiry date and (ii) if relevant, that the extension option for that Charter or Replacement Charter
has not been exercised.


 


	23.14.2		Subject to the provisions of the Senior Facility Finance Documents, in respect of
each Ship, if a Charter Expiry Notice for that Ship is required to be served on the Agent pursuant to clause 23.14.2, on a monthly
basis starting from the 12 Month Expiry Date and throughout the 12 months following such 12 Month Expiry Date, the relevant Borrower
shall (unless a Replacement Charter has been entered into on or before the expiry of such period), on the last Business Day of
each month in such 12 month period, transfer 90% of any money paid to it under the Charter which is not required on account of
the operating costs of the Ship or to meet a pro-rata proportion of principal and interest under the Senior Facility Agreement
and interest under this Agreement, in either case, during such period into the relevant Blocked Deposit Account (up to a maximum
aggregate amount of $***** per Ship), which amount shall be held in the relevant Blocked Deposit Account in accordance with clause
25.2.2 (Blocked Deposit Account). On the date falling 12 months after the 12 Month Expiry Date, the Borrowers shall ensure
that either a Replacement Charter shall have been entered into or a total minimum amount of $***** shall have been paid into and
will be maintained in the relevant Blocked Deposit Account.



 


	23.15		Security release



 


If:


 


		(a)	the Security Value shall at any time exceed the Minimum Value, and the Borrowers shall previously
have provided further security to the Security Agent pursuant to clause 23.12 (Security shortfall) (but not in respect of
clause 23.14 (Additional security 12 months prior to Charter’s or Replacement Charter’s expiry)); or



 


		(b)	following the provision of cash collateral pursuant to clauses 7.7.3(b) (Charter termination)
or 23.14 (Additional security 12 months prior to Charter’s or Replacement Charter’s expiry) a Replacement Charter
in respect of the Relevant Ship is executed,



 


the Security
Agent shall, as soon as reasonably practicable after notice from the Borrowers to do so and subject to being indemnified to its
satisfaction against the cost of doing so, release any such further security specified by the Borrowers provided that the Agent
is satisfied that,



    	79



    	



    

 immediately following such release, the Security Value will equal or exceed the Minimum Value and no other Event
of Default shall have occurred and be continuing.


 


	24		Chartering undertakings



 


Each Borrower undertakes that
this clause 24 will be complied with in relation to each Ship and its Charter Documents throughout the relevant Ship’s Mortgage
Period.


 


	24.1		Variations



 


Except with approval of the
Majority Lenders (not to be unreasonably withheld or delayed), the Charter Documents shall not be varied to a material extent (and,
for the avoidance of doubt, any assignment or novation of a Charter Document without approval shall constitute a material variation).


 


	24.2		Releases and waivers



 


Except with approval, there
shall be no release by the relevant Owner of any material obligation of any other person under the Charter Documents (including
by way of novation), no waiver of any material breach of any such obligation and no consent to anything which would otherwise be
such a breach.


 


For the purposes of this clause
24.2 and clause 24.1 (Variations) above, without limitation, variations to, or releases of obligations or waivers of breaches
in respect of, any of the following shall always be considered to be material for the purposes of this Agreement:


 


		(a)	a reduction in the rate of hire payable under the Charter;



 


		(b)	the provisions of the Charter which permit deductions to be made from payments of hire under the
Charter where the effect is to extend their scope;



 


		(c)	an extension of the circumstances under which the relevant Ship can be considered off-hire;



 


		(d)	an extension of the circumstances in which either party is permitted to terminate the Charter;
and



 


		(e)	in the duration of the fixed term or optional extension period of the Charter.



 


	24.3		Termination by Owner



 


Except with
approval, the relevant Owner shall not terminate or rescind any Charter Document or withdraw the relevant Ship from service under
its Charter or Replacement Charter or take any similar action.


 


	24.4		Charter performance



 


The relevant Owner shall perform
its obligations under the relevant Charter Documents and use its reasonable endeavours to ensure that each other party to them
performs their obligations under the relevant Charter Documents.


 


	24.5		Notice of assignment



 


The Borrowers shall give notice
of assignment of all of the rights under the Charter Documents to the other parties to them in the form specified by the Charter
Assignment prior to the delivery of the Ship and shall procure a copy of that notice acknowledged by each addressee in the form
specified in the Charter Assignment for the Agent.



    	80



    	



    



	24.6		Payment of Charter Earnings



 


All Earnings which the relevant
Owner is entitled to receive under the Charter Documents shall be paid in the manner required by the Security Documents.


 


	25		Bank accounts



 


Each Borrower undertakes that
this clause will be complied with throughout the Facility Period.


 


	25.1		Revenue Account



 


	25.1.1		Each Borrower shall be the holder of one or more Accounts with an Account Bank which
is designated as a “Revenue Account” for the purposes of the Finance Documents.



 


	25.1.2		The Earnings of the Ships and all moneys payable to the Owner of a Ship
under the Ship’s Insurances shall be paid by the persons from whom they are due to the relevant Revenue Account for that
Borrower unless required to be paid to the Security Agent under the relevant Finance Documents or to the Senior Security Agent
under the Senior Facility Finance Documents.



 


	25.1.3		No Borrower shall withdraw amounts standing to the credit of a Revenue Account except
as permitted by clause 25.1.4.



 


	25.1.4		If there is no Event of Default which is continuing, amounts standing to the credit
of the Revenue Accounts shall be at the free disposal of the relevant Borrower and the relevant Borrower may withdraw moneys from
a Revenue Account for any purpose whatsoever which is permitted (or not prohibited) by the terms of this Agreement and the Finance
Documents.



 


	25.2		Blocked Deposit Account



 


	25.2.1		The Borrowers shall each be the holder of at least one or more Accounts with an Account
Bank which is designated as a “Blocked Deposit Account” for the purposes of the Finance Documents.



 


	25.2.2		Unless and until an Event of Default has occurred which is continuing, the Borrowers
shall be entitled to withdraw any or all amounts standing to the credit of a Blocked Deposit Account:



 


		(a)	if approved by the Lenders; or



 


		(b)	if, following expiry of the relevant Charter, the relevant Ship is delivered to, and accepted by,
a Charterer under a Replacement Charter and the relevant Borrower has executed a Security Interest in respect of such Replacement
Charter in a form approved by the Lenders and delivered to the Agent any conditions precedent of the nature described in Schedule
3 (Conditions precedent) as required by the Agent; or



 


		(c)	in or towards repayment of the relevant Advance in accordance with clause 7.6 (Sale or Total
Loss) or on the applicable Final Repayment Date.



 


	25.3		Other provisions



 


	25.3.1		An Account may only be designated for the purposes described in this clause 25 if:



 


		(a)	such designation is made in writing by the Agent and acknowledged by the Borrowers and specifies
the name and address of the Account Bank and the number and any designation or other reference attributed to the Account;



 


		(b)	an Account Security has been duly executed and delivered by the relevant Borrower in favour of
the Security Agent;




    	81



    	



    


		(c)	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



 


		(d)	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 in relation to the Account and the relevant Account Security.



 


	25.3.2		The rates of payment of interest and other terms regulating any Account will be a
matter of separate agreement between the relevant Borrower and an Account Bank. If an Account is a fixed term deposit account,
the relevant Borrower may select the terms of deposits until the relevant Account Security has become enforceable and the Security
Agent directs otherwise.



 


	25.3.3		No Borrower shall 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 25 or waive any of its rights in relation to an Account except
with approval.



 


	25.3.4		The Borrowers shall deposit with the Security Agent (and, as the case may be, the
security agent under the Senior Facility) 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.



 


	25.3.5		Each of the Agent and the Security Agent agrees that if it is an Account Bank in respect
of an Account then there will be no restrictions on charging 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.



 


	26	 	Business restrictions



 


Except as otherwise approved
by the Agent, acting on the instructions of the Lenders, each Borrower undertakes that this clause 26 will be complied with by
and in respect of each Obligor and their Affiliates (to the extent applicable) throughout the Facility Period.


 


	26.1		General negative pledge



 


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,


 


	26.2		Transactions similar to security



 


(Without prejudice to clauses
26.3 (Financial Indebtedness) and 26.6 (Disposals)), no Borrower shall:


 


		(a)	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 Affiliate other than pursuant to disposals permitted under clause 26.6 (Disposals);



 


		(b)	sell, transfer, factor or otherwise dispose of any of its receivables;



 


		(c)	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



 


		(d)	enter into any other preferential arrangement having a similar effect,



 


where the arrangement or transaction
is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.



    	82



    	



    


	26.3		Financial Indebtedness



 


	26.3.1		No Borrower shall, without approval of the Lenders, incur or permit to exist, any
Financial Indebtedness (which shall include any Treasury Transaction) owed by it to anyone else except:



 


		(a)	Financial Indebtedness incurred pursuant to the Senior Facility;



 


		(b)	Financial Indebtedness incurred under the Finance Documents and the Senior Facility Finance Documents;



 


		(c)	Financial Indebtedness owed to another Obligor which is subordinated in a manner approved by the
Lenders;



 


		(d)	Financial Indebtedness owed to trade creditors of the Borrower given in the ordinary course of
its business; and



 


		(e)	Financial Indebtedness permitted under clause 26.4 (Guarantees),



 


	26.3.2		No Borrower shall pay any amounts owing under or in connection with the Finance Documents
at any time when an Event of Default has occurred and is continuing and the restrictions contained in clause 3.6 (Limitation
on claiming or accepting payment) of the Intercreditor Agreement have become applicable.



 


	26.4		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 in favour of trade creditors of such Borrower given in the ordinary course of its business
or in order to avoid the creation of, or to release, a Permitted Maritime Lien;



 


		(b)	performance guarantees in favour of a Ship’s Charterer in respect of management obligations
which have been subcontracted to that Ship’s Commercial Manager or Technical Manager provided that such guarantees are not
in respect of any Financial Indebtedness; and



 


		(c)	guarantees which are Financial Indebtedness permitted under clause 26.3 (Financial Indebtedness).



 


	26.5		Bank accounts and other financial transactions



 


No Borrower shall:


 


		(a)	maintain any bank accounts with a bank or financial institution except for the Accounts;



 


		(b)	hold cash in any account (other than in an Account); and



 


		(c)	be party to any banking or financial transaction, whether on or off balance sheet, that is not
expressly permitted under this clause 26 (Business restrictions).



 


	26.6		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;




    	83



    	



    


		(b)	disposals of obsolete assets, or assets which are no longer required for the purpose of the business
of such Borrower, in each case for cash on normal commercial terms and on an arm’s length basis; and



 


		(c)	the application of cash or cash equivalents in the acquisition of assets or services in the ordinary
course of its business.



 


	26.7		Contracts and arrangements with Affiliates



 


No Obligor shall be a party
to any arrangement or contract with any of its Affiliates unless such arrangement or contract is on an arm’s length basis.


 


	26.8		Subsidiaries



 


No Borrower shall establish
or acquire a company or other entity.


 


	26.9		Acquisitions and investments



 


No Borrower shall, without approval,
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 Document , Senior Facility Finance Document or Charter Document to which
it is party.



 


	26.10		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.


 


	26.11		Increase in capital



 


No
Borrower shall (and it is hereby undertaken by each Borrower that the Guarantors shall not) issue shares or other equity interests
to anyone in a manner that permits a Change of Control.


 


	26.12		Distributions and other payments



 


No
Borrower 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,




    	84



    	



    


except to its Holding Company
and provided no Default is continuing or would result from the making of such payment or declaration and such a dividend, distribution
or payment is declared.


 


	27		Events of Default



 


Each
of the events or circumstances set out in clauses 27.1 to 27.21 is an Event of Default.


 


	27.1		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 no Event of Default shall occur (a) if a Disruption Event has occurred and such
payment is made within three Business Days of the due date or (b) if, due to problems with a postal system which are outside of
the control of the Obligors, a letter requesting payment under this Agreement is not delivered such that the relevant Obligor is
not aware of the required payment and such payment is made within three Business Days of the relevant Obligor becoming aware of
it.


 


	27.2		Value of security



 


The Borrowers do not comply
with clause 23 (Minimum security value).


 


	27.3		Insurance



 


	27.3.1		The Insurances of any Ship are not placed and kept in force in the manner required
by clause 22 (Insurance).



 


	27.3.2		Any insurer either:



 


		(a)	cancels any such Insurances and such Insurances are not immediately replaced by the Borrowers to
the full satisfaction of the Lenders; or



 


		(b)	disclaims liability under them by reason of any mis-statement or failure or default by any person.



 


	27.4		Sanctions



 


	27.4.1		An Obligor does not comply with the provisions of clause 17.31 (Sanctions)
or clause 19.12 (Sanctions) provided always that the Lenders will consider in good faith any request to waive an Event
of Default for breach of sanctions pursuant to this clause if the Lenders consider that the state of affairs giving rise to the
breach has been addressed to the Lenders’ satisfaction



 


	27.4.2		No Event of Default shall arise under clause 27.4.1 (Sanctions) if (a) the
non-compliance with clauses 17.31 (Sanctions) or 19.12 (Sanctions) arose solely as a result of the circumstances
set out in clause 19.12.4 (Sanctions) and (b) the relevant Borrower takes the actions set out, and within the time period
specified, in such clause.



 


	27.5		Other obligations



 


	27.5.1		An Obligor does not comply with any provision of the Finance Documents (other than
those referred to in clauses 27.1 (Non-payment), 27.2 (Value of security), 27.3 (Insurance), 27.4 (Sanctions)
or 27.6 (Financial Covenants)).



 


	27.5.2		No Event of Default under clause 27.5.1 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
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.




    	85



    	



    


	27.6		Financial Covenants



 


GasLog does not comply with
any financial covenant pursuant to clause 5 of the GasLog Guarantee (Financial covenants) or, as applicable, GLOP does not
comply with any financial covenant pursuant to clause 5 of the GLOP Guarantee (Financial covenants) or GasLog makes a representation
or statement pursuant to clause 5 of the GasLog Guarantee or, as applicable, GLOP makes a representation or statement pursuant
to clause 5 the GLOP Guarantee (Financial covenants), which is or proves to have been, in either case, incorrect or misleading
in any material respect when made or deemed to be made.


 


	27.7		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 in any material respect when
made or deemed to be made provided that if any representation or statement made or deemed to be repeated by a Security Party in
any Finance Document or any other document delivered by or on behalf of a Security Party 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 circumstances giving rise
to such misrepresentation or mis-statement are, in the reasonable opinion of the Agent (acting on the instructions of the Majority
Lenders), capable of remedy and are remedied to the satisfaction of the Agent within 20 days of the earlier of (a) the agent giving
notice to the Obligors or (b) the Obligors becoming aware of the misrepresentation or mis-statement.


 


	27.8		Cross default



 


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



 


	27.8.2		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).



 


	27.8.3		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).



 


	27.8.4		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).



 


	27.8.5		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).



 


	27.8.6		No Event of Default will occur under this clause 27.8 if the aggregate amount of Financial
Indebtedness falling within clauses 27.8.1 to 27.8.5 above is less than $10,000,000 in respect of the Guarantors and $1,000,000
in respect of any other Obligor.



 


	27.9		Insolvency



 


	27.9.1		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.



 


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



 


	27.9.3		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.




    	86



    	



    


	27.10		Insolvency proceedings



 


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



 


		(a)	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;



 


		(b)	a composition, compromise, assignment or arrangement with any creditor of any Obligor;



 


		(c)	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



 


		(d)	enforcement of any Security Interest over any assets of any Obligor,



 


or any analogous procedure or
step is taken in any jurisdiction.


 


	27.10.2		Clause 27.10.1 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 seven days of commencement or, if earlier,
the date on which it is advertised.



 


	27.11		Creditors’ process



 


	27.11.1		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 in respect of the Guarantors
and $1,000,000 in respect of any other Obligor (in each case, or its equivalent in other currencies)) and is not discharged within
fifteen days.



 


	27.11.2		Any judgment or order (for an amount in excess of $10,000,000 in respect of the Guarantors
and $1,000,000 in respect of any other Obligor (in each case, or its equivalent in other currencies)) is made against any Obligor
and is not stayed or complied with within thirty days.



 


	27.12		Unlawfulness and invalidity



 


	27.12.1		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.



 


	27.12.2		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.



 


	27.12.3		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.



 


	27.12.4		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.



 


	27.13		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).



    	87



    	



    


	27.14		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 its assets and such Obligor fails to procure its release or as the case may be the release of such assets
within a period of fifteen days thereafter (or such longer period as may be approved by the Lenders).


 


	27.15		Repudiation and rescission of Finance Documents



 


An
Obligor rescinds or repudiates a Finance Document.


 


	27.16		Litigation



 


Any litigation, alternative
dispute resolution, arbitration or administrative proceeding is taking place against any Obligor or any of its assets, rights or
revenues, and which, if adversely determined, which might, in the reasonable opinion of the Majority Lenders, be expected to have
a Material Adverse Effect.


 


	27.17		Material Adverse Effect



 


Any Environmental Incident or
other event or circumstance or series of events (including any change of law) occurs which the Majority Lenders reasonably believe
has, or might reasonably be expected to have, a Material Adverse Effect.


 


	27.18		Security enforceable



 


Any Security Interest (other
than a Permitted Maritime Lien) in respect of Charged Property becomes enforceable.


 


	27.19		Arrest of Ship



 


Any 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 by the Lenders).


 


	27.20		Ship registration



 


Except with approval of the
Lenders, the registration of any Ship under the laws and flag of its Flag State is cancelled or terminated or, where applicable,
not renewed or, if such 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.


 


	27.21		Political risk



 


The Flag State of any 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, has or might, in the reasonable
opinion of the Majority Lenders, be expected to have, a Material Adverse Effect and, within 15 days of notice from Agent to do
so (or such longer period as may be approved by the Lenders), such action as the Agent may require to ensure that such circumstances
will not have such an effect has not been taken by the Borrowers.



    	88



    	



    


	27.22		Acceleration



 


On and at any time after the
occurrence of an Event of Default which is continuing (but subject to the provisions of the Intercreditor Agreement) the Agent
may, and shall if so directed by the Majority Lenders, 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 Loan, 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 Loan be payable on demand, at which time it 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.




    	89



    	



    


SECTION 8 - CHANGES
TO PARTIES


 


	28		Changes to the Lenders



 


	28.1		Assignments and transfers by the Lenders



 


Subject
to this clause 28, 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 (the “New Lender”).


	28.2		Conditions of assignment



 


	28.2.1		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 Affiliate of a Lender or (ii) an Event of Default is continuing. The Agent
will immediately advise the Borrowers of the assignment. Subject to no Event of Default being continuing, the Borrowers shall
be at full liberty to withhold consent if a proposed assignment will result in an increased cost to the Borrowers.



 


	28.2.2		The Borrowers’ consent may not be unreasonably withheld or delayed and will
be deemed to have been given five Business Days after the Lender has requested consent unless consent is expressly refused within
that time. Provided, however that, subject to no Event of Default being continuing, the Borrowers shall be entitled to withhold
consent in their discretion if the assignment is to a trust or fund.



 


	28.2.3		An assignment will only be effective:



 


	 	(a)	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 an Original Lender;



 


		(b)	on the New Lender entering
                                                                   into any documentation required for it to accede as a party
                                                                   to the Intercreditor Agreement and any Security Document to
                                                                   which the Original Lender is a party in its capacity as a Lender;



		(c)	if at the time when an assignment
                                                                   takes effect more than one Utilisation is outstanding, the
                                                                   assignment of an Existing Lender’s participation in the
                                                                   Utilisations (if any) under the Facility shall take effect
                                                                   in respect of the same fraction of each such Utilisation;



		(d)	on the performance by the Agent
                                                                   of all “know your customer” or other checks 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 Lender and the New Lender;
                                                                   and



 


		(e)	if that Existing Lender assigns
                                                                   equal fractions of its Commitment and participation in the
                                                                   Utilisations (if any) under the Facility.



 


	28.2.4		If:



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



 


		(b)	as a result of circumstances
                                                                   existing at the date the 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 13 (Increased Costs),





    	 	90	 



    		 



    

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 assignment or
change had not occurred unless the assignment or change is made by the Lender with the Borrowers’ agreement to mitigate
any circumstances giving rise to a Tax Payment or increased cost, or a right to be prepaid and/or cancelled by reason of illegality.



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



	28.3		Fee



 


The
New Lender shall, on the date upon which an assignment takes effect, pay to the Agent (for its own account) a fee of $3,000.


	28.4		Limitation of responsibility of Existing Lenders



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



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



 


		(b)	the financial condition of
                                                                   any Obligor;



 


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



 


		(d)	the application of any Basel
                                                                   II Regulation or Basel III Regulation to the transactions contemplated
                                                                   by the Finance Documents; or



 


		(e)	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.


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



		(a)	has made (and shall continue
                                                                   to make) its own independent investigation and assessment of:



 


	 	(i)	the financial condition and affairs of the Obligors and their related entities in
connection with its participation in this Agreement; and



		(ii)	the application of any Basel
                                                                   II Regulation or 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;


		(b)	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




    	 	91	 



    		 



    

		(c)	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.



 


	28.4.3		Nothing in any Finance Document obliges an Existing Lender to:



		(a)	accept a re-assignment from
                                                                   a New Lender of any of the rights assigned under this clause
                                                                   28; or



 


		(b)	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 Regulation to the transactions contemplated by
                                                                   the Finance Documents or otherwise.



 


	28.5		Procedure for transfer



	28.5.1		Subject to the conditions set out in clause 28.2 (Conditions of assignment)
an assignment is effected in accordance with clause 28.5.2 below when (a) the Agent executes an otherwise duly completed Transfer
Certificate and (b) the Agent executes any document required under clause 28.2.3 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, 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 consultations
with them.



	28.5.2		On the Transfer Date:



		(a)	to the extent that in the Transfer
                                                                   Certificate the Existing Lender seeks to be released from its
                                                                   obligations under the Finance Documents, the Existing Lender
                                                                   shall be released from further obligations towards the Obligors
                                                                   and the other Finance Parties under the Finance Documents and
                                                                   rights of the Obligors and the other Finance Parties against
                                                                   the Existing Lender under the Finance Documents shall be cancelled
                                                                   (being the Discharged Obligations) (but the obligations
                                                                   owed by the Obligors under the Finance Documents shall not
                                                                   be released);



 


		(b)	the New Lender shall assume
                                                                   obligations towards each of the Obligors who are a Party and/or
                                                                   the Obligors and the other Finance Parties shall acquire rights
                                                                   against the New Lender which differ from the Discharged Rights
                                                                   and Obligations only insofar as the New Lender has assumed
                                                                   and/or the Obligors and the other Finance Parties acquired
                                                                   the same in place of the Existing Lender;



 


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



 


		(d)	the New Lender shall become
                                                                   a Party to the Finance Documents as a “Lender”
                                                                   for the purposes of all the Finance Documents.



 


	28.6		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 28.2.3, send
a copy of that Transfer Certificate and such documents to the Borrowers and the other Lenders.



    	 	92	 



    		 



    

	28.7		Security over Lenders’ rights



In
addition to the other rights provided to Lenders under this clause 28, each Lender may without consulting with or obtaining consent
from an Obligor, at any time charge, assign or 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.



	29		Changes to the Obligors



No Obligor may assign any of
its rights or transfer any of its rights or obligations under the Finance Documents.



    	 	93	 



    		 



    

SECTION 9 - THE FINANCE
PARTIES


 


	30		Roles of Agent, Security Agent and Arrangers



	30.1		Appointment of the Agent



	30.1.1		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.



	30.1.2		Each such other Finance Party authorises the Agent:



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



 


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



 


	30.2		Instructions to Agent



	30.2.1		The Agent shall:



		(a)	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:



 


		(i)	all Lenders or the Majority
                                                                  Lenders (as the case may be) if the relevant Finance Document
                                                                  stipulates the matter requires such decision; and



		(ii)	in all other cases, the Majority
                                                                   Lenders; and



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



 


	30.2.2		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 or group
of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising
any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives those instructions
or that clarification.



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



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



	30.2.5		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.




    	 	94	 



    		 



    

	30.2.6		The Agent is not authorised to act on behalf of a Lender (without first obtaining
that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This clause 30.2.6 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.



	30.3		Duties of the Agent



	30.3.1		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.



	30.3.2		Without prejudice to clause 28.6 (Copy of Transfer Certificate to Borrowers),
clause 30.3.1 shall not apply to any Transfer Certificate.



	30.3.3		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.



	30.3.4		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.



	30.3.5		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.



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



	30.4		Role of the Arrangers and Bookrunner



Except as specifically provided
in the Finance Documents, the Arrangers and the Bookrunner 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.


 


	30.5		No fiduciary duties



	30.5.1		Nothing in any Finance Document constitutes the Agent, the Arrangers and the Bookrunner
as a trustee or fiduciary of any other person.



	30.5.2		None of the Agent, the Security Agent, the Arrangers and the Bookrunner 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.



	30.6		Business with the Group



The
Agent, the Security Agent, the Arrangers and the Bookrunner may accept deposits from, lend money to and generally engage in any
kind of banking or other business with any Obligor or their Affiliates.


	30.7		Rights and discretions of the Agent



	30.7.1		The Agent may



		(a)	rely on any representation,
                                                                   communication, notice or document believed by it to be genuine,
                                                                   correct and appropriately authorised;



 


		(b)	assume that:




    	 	95	 



    		 



    

		(i)	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



		(ii)	unless it has received notice
                                                                   of revocation, that those instructions have not been revoked;
                                                                   and



		(c)	rely on a certificate from
                                                                   any person:



 


		(i)	as to any matter of fact or
                                                                  circumstance which might reasonably be expected to be within
                                                                  the knowledge of that person; or



		(ii)	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.


 


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



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



 


		(b)	any right, power, authority
                                                                   or discretion vested in any Party or any group of Lenders has
                                                                   not been exercised; and



 


		(c)	any notice or request made
                                                                   by a Borrower (other than a Utilisation Request) is made on
                                                                   behalf of and with the consent and knowledge of all the Obligors.



 


	30.7.3		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.



	30.7.4		Without prejudice to the generality of clause 30.7.3 or clause 30.7.5, the Agent may
at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any
lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.



	30.7.5		The Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable
for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its
so relying.



	30.7.6		The Agent may act in relation to the Finance Documents through its officers, employees
and agents and the Agent shall not:



		(a)	be liable for any error of
                                                                   judgment made by any such person; or



 


		(b)	be bound to supervise, or be
                                                                   in any way responsible for any loss incurred by reason of misconduct,
                                                                   omission or default on the part, of any such person,



 


unless such error or such loss
was directly caused by the Agent’s gross negligence or wilful misconduct.


 


	30.7.7		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.




    	 	96	 



    		 



    

	30.7.8		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.



	30.7.9		Without prejudice to the generality of clause 30.7.8, the Agent shall be entitled
(but not obliged) to disclose the identity of a Defaulting Lender to the other Finance Parties and the Borrowers.



	30.7.10		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.



	30.7.11		Neither the Agent nor any Arranger shall be obliged to request any certificate, opinion
or other information under clause 18 (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.



	30.8		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 or the
                                                                   transactions contemplated in the Finance Documents or any other
                                                                   agreement, arrangement or document entered into, made or executed
                                                                   in anticipation of, under or in connection with any Finance
                                                                   Document or of any representations in any Finance Document
                                                                   or of any copy of any document delivered under any Finance
                                                                   Document;



 


		(b)	the legality, validity, effectiveness,
                                                                   adequacy or enforceability of any Finance Document or any Charter
                                                                   Document or any other agreement, arrangement or document entered
                                                                   into, made or executed in anticipation of, under or in connection
                                                                   with any Finance Document or any Charter Document;



 


		(c)	the application of any Basel
                                                                   II Regulation or Basel III Regulation to the transactions contemplated
                                                                   by the Finance Documents;



 


		(d)	any loss to the Trust Property
                                                                   arising in consequence of the failure, depreciation or loss
                                                                   of any Charged Property or any investments made or retained
                                                                   in good faith or by reason of any other matter or thing;



 


		(e)	accounting to any person for
                                                                   any sum or the profit element of any sum received by it for
                                                                   its own account;



 


		(f)	the failure of any Obligor
                                                                   or any other party to perform its obligations under any Finance
                                                                   Document or any Charter Document or the financial condition
                                                                   of any such person;



 


		(g)	ascertaining whether all deeds
                                                                   and documents which should have been deposited with it
                                                                   (or the Security Agent) under or pursuant to any of
                                                                   the Security Documents have been so deposited;



 


		(h)	investigating or making any
                                                                   enquiry into the title of any Obligor to any of the Charged
                                                                   Property or any of its other property or assets;




		(i)	failing to register any of
                                                                   the Security Documents with the Registrar of Companies or any
                                                                   other public office;



    	 	97	 



    		 



    

		(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;
                                                                   or



 


		(m)	any determination as to whether
                                                                   any information provided or to be provided to any Finance Party
                                                                   is non-public information the use of which may be regulated
                                                                   or prohibited by any applicable law or regulation relating
                                                                   to insider dealing or otherwise.



 


	30.9		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.



 


	30.10		Exclusion of liability



	30.10.1		Without limiting clause 30.10.2 (and without prejudice to any other provision of the
Finance Documents excluding or limiting the liability of the Agent) the Agent will not be liable (including, without limitation,
for negligence or any other category of liability whatsoever) for:



		(a)	any damages, costs or losses
                                                                   to any person, any diminution in value, or any liability whatsoever
                                                                   arising as a result of taking or not taking any action under
                                                                   or in connection with any Finance Document or the Charged Property,
                                                                   unless directly caused by its gross negligence, wilful misconduct
                                                                   or fraudulent behaviour;



 


		(b)	exercising, or not exercising,
                                                                   any right, power, authority or discretion given to it by, or
                                                                   in connection with, any Finance Document, the Charged Property
                                                                   or any other agreement, arrangement or document entered into,
                                                                   made or executed in anticipation of, under or in connection
                                                                   with, any Finance Document or the Charged Property, unless
                                                                   directly caused by its gross negligence, wilful misconduct
                                                                   or fraudulent behaviour; or



 


		(c)	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:



 


		(d)	any act, event or circumstance
                                                                   not reasonably within its control; or



 


		(e)	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 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.



    	 	98	 



    		 



    

	30.10.2		No Party (other than the Agent) may take any proceedings against any officer, employee
or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind
by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely
on this clause subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.



	30.10.3		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.



	30.10.4		Nothing in this Agreement shall oblige the Agent or any Arrangers to carry out



		(a)	any “know your customer”
                                                                   or other checks in relation to any person; or



 


		(b)	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.


 


	30.10.5		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.



	30.11		Lenders’ indemnity to the Agent



	30.11.1		Each Lender shall (in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify
the Agent, within three Business Days of demand, against:



		(a)	any Losses for negligence or
                                                                   any other category of liability whatsoever incurred by such
                                                                   Lenders’ Representative in the circumstances contemplated
                                                                   pursuant to clause 33.9 (Disruption to payment systems etc)
                                                                   notwithstanding the Agent’s negligence, gross negligence,
                                                                   or any other category of liability whatsoever but not including
                                                                   any claim based on the fraud of the Agent); and



 


		(b)	any other Losses (otherwise
                                                                   than by reason of the Agent’s gross negligence or wilful
                                                                   misconduct) including the costs of any person engaged in accordance
                                                                   with clause 30.7.3 (Rights and discretions of the Agent)
                                                                   and any Receiver in acting as its agent under the Finance Documents,



 


in each case incurred by the
Agent in acting as such under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance
Document or out of the Trust Property).


 


	30.11.2		Subject to clause 30.11.3, the Borrowers shall immediately on demand reimburse any
Lender for any payment that Lender makes to the Agent pursuant to clause 30.11.1.



    	 	99	 



    		 



    

	30.11.3		Clause 30.11.2 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.



	30.12		Resignation of the Agent



	30.12.1		The Agent may resign and appoint one of its Affiliates as successor by giving notice
to the Lenders, the Security Agent and the Borrowers.



	30.12.2		Alternatively the Agent may 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 the United Kingdom.



	30.12.3		If the Majority Lenders have not appointed a successor Agent in accordance with clause
30.12.2 above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrowers)
may appoint a successor Agent.



	30.12.4		If the Agent wishes to resign because (acting reasonably) it has concluded that it
is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 30.12.3,
the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent
to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 30 and any other
term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the
appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under clause
28.3 of this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will (subject
to approval by the Majority Lenders, which approval shall not be unreasonably withheld or delayed) bind the Parties.



	30.12.5		The retiring Agent shall, at its own cost, make available to the successor Agent such
documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing
its functions as Agent under the Finance Documents.



	30.12.6		The Agent’s resignation notice shall only take effect upon the appointment of
a successor.



	30.12.7		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 30.12.5) but shall remain entitled
to the benefit of clause 14.3 (Indemnity to the Agent and the Security Agent) and this
clause 30 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that
date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.



	30.13		Replacement of the Agent



	30.13.1		After consultation with the Borrowers, the Majority Lenders may, by giving 30 days’
notice to the Agent replace the Agent by appointing a successor Agent.



	30.13.2		The retiring Agent shall 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.



	30.13.3		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 30.13.2) but shall remain entitled
to the benefit of clause 14.3 (Indemnity
to the Agent and the Security Agent) and this clause 30 (and any agency fees for the account
of the retiring Agent shall cease to accrue from (and shall be payable on) that date).




    	 	100	 



    		 



    

	30.13.4		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.



	30.14		Replacement of the Agent for FATCA withholding



The Agent shall resign in accordance
with clause 30.12.2 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to clause
30.12.3 above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment
of the Agent under the Finance Documents, either:


 


		(a)	the Agent fails to respond
                                                                   to a request under clause 12.6 (FATCA Information) and
                                                                   the Borrowers 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;



 


		(b)	the information supplied by
                                                                   the Agent pursuant to clause 12.6 (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



 


		(c)	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,



 


	30.14.2		and (in each case) the Borrowers 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 that Borrower or
that Lender, by notice to the Agent, requires it to resign.



	30.15		Confidentiality



	30.15.1		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.



	30.15.2		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.



	30.15.3		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 (a) any confidential information or (b) 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.



	30.16		Relationship with the Lenders



	30.16.1		The Agent may treat the persons shown in its records as Lenders at the opening of
business (in the place of its principal office as notified to the Finance Parties from time to time) as each Lender, acting through
its Facility Office:



		(a)	entitled to or liable for any
                                                                   payment due under any Finance Document on that day; and



 


		(b)	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.


 

	30.16.2		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.



    	 	101	 



    		 



    

	30.16.3		Each Lender shall deal with the Security Agent exclusively through the Agent and shall
not deal directly with the Security Agent.



	30.17		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 any other Group Member;



 


		(b)	the legality, validity, effectiveness,
                                                                   adequacy or enforceability of any Transaction Document and
                                                                   any other agreement, arrangement or document entered into,
                                                                   made or executed in anticipation of, under or in connection
                                                                   with any Transaction Document;



 


		(c)	the application of any Basel
                                                                   II Regulation or Basel III Regulation to the transactions contemplated
                                                                   by the Finance Documents;



 


		(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, 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
                                                                   Transaction Document, the transactions contemplated by the
                                                                   Finance Documents or any other agreement, arrangement or document
                                                                   entered into, made or executed in anticipation of, under or
                                                                   in connection with any Transaction Document; 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.



 


	30.18		Reference Banks



If
a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the
Agent shall (in consultation with the Borrowers) appoint another Lender or an Affiliate of a Lender to replace that Reference
Bank.


	30.19		Agent’s management time and additional remuneration



Any
amount payable to the Agent under clause 14.3 (Indemnity to the Agent and the Security Agent), clause 16 (Costs and
expenses) and clause 30.11 (Lenders’ indemnity to the 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).


	30.20		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.



    	 	102	 



    		 



    

	30.21		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.


	30.22		Security Agent



	30.22.1		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.



	30.22.2		Each other Finance Party authorises the Security Agent:



		(a)	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



 


		(b)	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.



 


	30.22.3		The Security Agent accepts its appointment under clause 30.22 (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
30.22 - 30.29 (inclusive) and the Security Documents to which it is a party.



	30.22.4		The Security Agent undertakes that it will, when requested by the Borrowers or the
Lenders, enter into a Quiet Enjoyment Agreement in respect of each Ship.



	30.23		Application of certain clauses to Security Agent



	30.23.1		Clauses 30.7 (Rights and discretions of the Agent), 30.8 (Responsibility
for documentation and other matters), 30.9 (No duty to monitor), 30.10 (Exclusion of liability), 30.11 (Lenders’
indemnity to the Agent), 30.12 (Resignation of the Agent), 30.15 (Confidentiality), 30.16 (Relationship with
the Lenders), 30.17 (Credit appraisal by the Lenders), 30.19 (Agent’s management time and additional remuneration)
and 30.20 (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 30.7 (Rights and discretions of the Agent),
references to the Lenders and a group of Lenders shall refer to the Agent.



	30.23.2		In addition, clause 30.12 (Resignation of the Agent) shall, for the purposes
of its application to the Security Agent pursuant to clause 30.23.1, have the following additional sub-clause:



 

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 retiring Security Agent (except where the
Security Agent is retiring under clause 30.12.1 as






    	 	103	 



    		 



    

extended to it by clause 30.23.1, in which case such costs shall be borne by
the Lenders (in proportion to their shares of the Total Commitments or, if the Total Commitments are then zero, to their shares
of the Total Commitments immediately prior to their reduction to zero).

 



	30.24		Instructions to Security Agent



	30.24.1		The Security Agent shall:



		(a)	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 instructions given to it by the
                                                                   Agent; and



 


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



 


	30.24.2		The Security Agent shall be entitled 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.



	30.24.3		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.



	30.24.4		The Security Agent may refrain from acting in accordance with any instructions of
the Agent 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.



	30.24.5		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 Lenders.



	30.24.6		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 30.24.6 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.



	30.25		Order of application



	30.25.1		Subject to the Senior Facility Finance Documents, 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 in accordance with the following respective claims:



		(a)	first, as to a sum equivalent
                                                                   to the amounts payable to the Security Agent under the Finance
                                                                   Documents (excluding any amounts received by the Security Agent
                                                                   pursuant to clause 30.11 (Lenders’ indemnity to the
                                                                   Agent) as extended to the Security Agent pursuant to clause
                                                                   30.23 (Application of certain clauses to Security Agent)),
                                                                   for the Security Agent absolutely;


 


		(b)	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, and pro-rata to the amounts owing
                                                                   to them under the Finance Documents;



 


		(c)	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 




    	 	104	 



    		 



    

	 	 	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 30.25.1 as and when any such
                                                                   amounts later fall due;
	 	 	 


		(d)	fourthly, to such other
                                                                   persons (if any) as are legally entitled thereto in priority
                                                                   to the Obligors; and



 


		(e)	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.



 


	30.25.2		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), any 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.



	30.25.3		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 Parties as referred to in this clause 30.25
by paying such amounts to the Agent for distribution in accordance with clause 33 (Payment mechanics).



	30.26		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 30.25
                                                                   (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 misconduct;



 


		(c)	may, in the conduct of its
                                                                   obligations under and in respect of the Security Documents
                                                                   (otherwise than in relation to its right to make any declaration,
                                                                   determination or decision), instead of acting personally, employ
                                                                   and pay any agent (whether being a lawyer or any other person)
                                                                   to transact or concur in transacting any business and to do
                                                                   or concur in doing any acts required to be done by the Security
                                                                   Agent (including the receipt and payment of money) and on the
basis that (i) any such agent engaged in any profession or business shall be entitled to be paid all usual professional and other
charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment
and (ii) the Security Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission
of, any such agent if the Security Agent shall have exercised reasonable care in the selection of such agent; and




    	 	105	 



    		 



    

		(d)	may place all deeds and other
                                                                   documents relating to the Trust Property which are from time
                                                                   to time deposited with it pursuant to the Security Documents
                                                                   in any safe deposit, safe or receptacle selected by the Security
                                                                   Agent exercising reasonable care or with any firm of solicitors
                                                                   or company whose business includes undertaking the safe custody
                                                                   of documents selected by the Security Agent exercising reasonable
                                                                   care and may make any such arrangements as it thinks fit for
                                                                   allowing Obligors access to, or its solicitors or auditors
                                                                   possession of, such documents when necessary or convenient
                                                                   and the Security Agent shall not be responsible for any loss
                                                                   incurred in connection with any such deposit, access or possession
                                                                   if it has exercised reasonable care in the selection of a safe
                                                                   deposit, safe, receptacle or firm of solicitors or company
                                                                   (save that it shall take reasonable steps to pursue any person
                                                                   who may be liable to it in connection with such loss).



 


	30.27		All enforcement action through the Security Agent



	30.27.1		None of the other Finance Parties shall have any independent power to enforce any
of the 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 any of the Security Documents except through the Security Agent.



	30.27.2		None of the other Finance Parties shall have any independent power to enforce any
of those Security Documents which are executed in their favour or to exercise any rights, discretions or powers or to grant any
consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees
constituted by such Security Documents except through the Security Agent. If any Finance Party (other than the Security Agent)
is a party to any Security Document it shall promptly upon being requested by the Agent to do so grant a power of attorney or
other sufficient authority to the Security Agent to enable the Security Agent to exercise any rights, discretions or powers or
to grant any consents or releases under such Security Document.



	30.28		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 30.25
(Order of application).


	30.29		Indemnity from Trust Property



	30.29.1		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:



		(a)	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;
	 	 	 




		(b)	as a result of any breach by
                                                                   an Obligor of any of its obligations under any Finance Document;



 


		(c)	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



 


		(d)	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.




    	 	106	 



    		 



    


	30.29.2		The rights conferred by this clause 30.29 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 30.29 shall entitle the Security Agent or any other person to be indemnified in respect of any liabilities, damages, costs,
claims, charges or expenses to the extent that the same arise from such person’s own gross negligence or wilful misconduct.



	30.30		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 30.25 (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 33.5 (Partial payments) and clause 30.25 (Order of application).


	30.31		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) to grant any such releases 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 a Borrower, the requisite release shall include releases of all claims (including under guarantees) of the
Finance Parties and/or the Security Agent against such Borrower and of all Security Interests over the assets of such Borrower.


 


	30.32		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.


	30.33		Additional trustees



The Security Agent shall have
power by notice in writing to the other Finance Parties and the Borrowers to appoint any person approved by the Majority Lenders
(such approval not to be unreasonably withheld or delayed)
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







    	 	107	 



    		 



    

		(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 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.


	30.34		Role of Reference Banks



	30.34.1		No Reference Bank is under any obligation to provide a quotation or any other information
to the Agent.



	30.34.2		No Reference Bank will be liable for any action taken by it under or in connection
with any Finance Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.



	30.34.3		No Party (other than the relevant Reference Bank) may take any proceedings against
any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect
of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document, or to any Reference
Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on clauses 30.34.1 to 30.34.3 subject to clause
1.3 (Third party rights) and the provisions of the Third Parties Act.



	30.35		Third party Reference Banks



	30.35.1		A Reference Bank which is not a Party may rely on clauses 30.34.1 to 30.34.3 (Role
of Reference Banks), clause 39.3 (Other exceptions) and clause 40 (Confidentiality of Funding Rates and Reference
Bank Quotations) subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.



	30.36		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 30, 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
                                                                   30 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 




    	 	108	 



    		 



    

	 	 	Agent in its name and on
                                                                   its behalf to execute all documents necessary to effect such
                                                                   amendments.
	 	 	 





	31		Conduct of business by the Finance Parties



	31.1		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;



 


		(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.



 


	31.2		Finance Parties acting together



Notwithstanding
clause 2.2 (Finance Parties’ rights and obligations), if the Agent makes a declaration under clause 27.22(b) (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, any Obligors or any Subsidiaries of an Obligor 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 30 (Roles of Agent, Security Agent and Arranger) as it applies to
the Security Agent.


	31.3		Majority Lenders



	31.3.1		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.



	31.3.2		If, within ten Business Days of the Agent despatching to each Lender a notice requesting
instructions (or confirmation of instructions) from the Lenders or the agreement of the Lenders to any amendment, modification,
waiver, variation or excuse of performance for the purposes of, or in relation to, any of the Finance Documents, the Agent has
not received a reply specifically giving
or confirming or refusing to give or confirm the relevant instructions or, as the case may be, approving or refusing to approve
the proposed amendment, modification, waiver, variation or excuse of performance, then (irrespective of whether such Lender responds
at a later date) the Agent shall treat any Lender which has not so responded as having indicated a desire to be bound by the wishes
of 662⁄3 per cent of those Lenders (measured in terms of the total Commitments of those Lenders) which have
so responded.
	 	 	 



	31.3.3		For the purposes of clause 31.3.2, any Lender which notifies the Agent of a wish or
intention to abstain on any particular issue shall be treated as if it had not responded.




    	 	109	 



    		 



    

	31.3.4		Clauses 31.3.2 and 31.3.3 shall not apply in relation to those matters referred to
in, or the subject of, clause 32.5 (Exceptions).



	31.4		Conflicts



	31.4.1		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.



	31.4.2		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.



	31.4.3		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.



	31.5		Replacement of a Defaulting Lender



	31.5.1		The Borrowers may, at any time a Lender has become and continues to be a Defaulting
Lender, by giving 20 Business Days’ prior written notice to the Agent and such Lender:



		(a)	replace such Lender by requiring
                                                                   such Lender to (and to the extent permitted by law such Lender
                                                                   shall) transfer pursuant to clause 28 (Changes to the Lenders)
                                                                   all (and not part only) of its rights and obligations under
                                                                   this Agreement; or



 


		(b)	require such Lender to (and
                                                                   to the extent permitted by law such Lender shall) transfer
                                                                   pursuant to clause 28 (Changes to the Lenders) all (and
                                                                   not part only) of the undrawn Commitment of the Lender,



 


to
a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected
by the Borrowers, and which is acceptable to the Agent (acting reasonably) and (in the case of any transfer of any undrawn Commitments),
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.


	31.5.2		Any transfer of rights and obligations of a Defaulting Lender pursuant to this clause
shall be subject to the following conditions:



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


		(b)	neither the Agent nor the Defaulting
                                                                   Lender shall have any obligation to the Borrowers to find a
                                                                   Replacement Lender;



 


		(c)	the transfer must take place
                                                                   no later than 20 days after the notice referred to in clause
                                                                   31.5.1; and



 


		(d)	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.




    	 	110	 



    		 



    

	32		Sharing among the Finance Parties



	32.1		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 33 (Payment mechanics) 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 33 (Payment mechanics), without taking account
                                                                   of any Tax which would be imposed on the Agent in relation
                                                                   to the receipt, recovery or distribution; and



 


		(c)	the Recovering Finance Party
                                                                   shall, within three Business Days of demand by the Agent, pay
                                                                   to the Agent an amount (the Sharing Payment) equal to
                                                                   such receipt or recovery less any amount which the Agent determines
                                                                   may be retained by the Recovering Finance Party as its share
                                                                   of any payment to be made, in accordance with clause 33.5 (Partial
                                                                   payments).



 


	32.2		Redistribution of payments



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 33.5.1 (Partial payments)
towards the obligations of that Obligor to the Sharing Finance Parties.


	32.3		Recovering Finance Party’s rights



On
a distribution by the Agent under clause 32.2 (Redistribution of payments) of a payment received by a Recovering Finance
Party from an Obligor, 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.


	32.4		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.



 


	32.5		Exceptions



	32.5.1		This clause 32 shall not apply to the extent that the Recovering Finance Party would
not, after making any payment pursuant to this clause, have a valid and enforceable claim against the relevant Obligor.



    	 	111	 



    		 



    





	32.5.2		A Recovering Finance Party is not obliged to share with any other Finance Party any
amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:



		(i)	it notified that other Finance
                                                                  Party of the legal or arbitration proceedings;



 


		(ii)	the taking legal or arbitration
                                                                   proceedings was in accordance with the terms of this Agreement;
                                                                   and



 


		(b)	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.



    	 	112	 



    		 



    

SECTION 10 - ADMINISTRATION


 


	33		Payment mechanics



 


	33.1		Payments to the Agent



 


	33.1.1		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.



 


	33.1.2		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) with such
bank as the Agent specifies.



 


	33.2		Distributions by the Agent



 


Each
payment received by the Agent under the Finance Documents for another Party shall, subject to clause 33.3 (Distributions to
an Obligor) and clause 33.4 (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 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).


 


	33.3		Distributions to an Obligor



 


The Agent may (with the consent
of the Obligor or in accordance with clause 34 (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.


 


	33.4		Clawback and pre-funding



 


	33.4.1		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.



 


	33.4.2		If the Agent pays an amount to another Party and it proves to be the case that the
Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract)
was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment
to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



 


	33.4.3		If the Agent is willing to make available amounts for the account of a Borrower before
receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not
then receive funds from a Lender in respect of a sum which it paid to a Borrower:



 


		(a)	the Borrowers shall on demand refund it to the Agent; and



 


		(b)	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.




    	 	113	 



    		 



    


	33.5		Partial payments



 


	33.5.1		Subject to the Senior Facility Finance Documents, if the Agent receives a payment
for application against amounts due under the Finance Documents that is insufficient to discharge all the amounts then due and
payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor
under those Finance Documents in the following order:



 


		(a)	first, in or towards payment pro rata of any unpaid fees, costs and expenses (ignoring any
fees payable under clause 11 (Fees)) of the Agent, the Security Agent or the Arrangers under those Finance Documents;



 


		(b)	secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders
under clause 30.11 (Lenders’ indemnity to the Agent) including any amount resulting from the indemnity to the
Security Agent under clause 30.23.1 (Application of certain clauses to Security Agent);



 


		(c)	thirdly, in or towards payment to the Lenders pro rata of any accrued interest, fee or commission
or any principal due but unpaid under those Finance Documents; and



 


		(d)	fourthly, in or towards payment pro rata of any other sum due to the Finance Parties but
unpaid under the Finance Documents.



 


	33.5.2		The Agent shall, if so directed by all the Lenders, vary the order set out in paragraphs (b)
to (e) of clause 33.5.1.



 


	33.5.3		Clauses 33.5.1 and 33.5.2 above will override any appropriation made by an Obligor.



 


	33.6		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.


 


	33.7		Business Days



 


	33.7.1		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).



 


	33.7.2		During any extension of the due date for payment of any principal or Unpaid Sum under
this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.



 


	33.8		Currency of account



 


	33.8.1		Subject to clauses 33.8.2 to 33.8.3, dollars is the currency of account and payment
for any sum due from an Obligor under any Finance Document.



 


	33.8.2		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.



 


	33.8.3		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.



 


	33.8.4		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. 





    	 	114	 



    		 



    
	 	 	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.




 


	33.9		Disruption to Payment Systems etc.



 


If either the Agent determines
(in its discretion) that a Disruption Event has occurred or the Agent is notified by the Borrowers that a 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 Facility 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 Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver
of) the terms of the Finance Documents notwithstanding the provisions of clause 39 (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 33.9; and



 


		(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.



 


	34		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.


 


	35		Notices



 


	35.1		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.


 


	35.2		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:


 


		(a)	in the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The
original parties);




    	 	115	 



    		 



    


		(b)	in the case of any Obligor which is not a Party, that identified in any Finance Document to which
it is a party;



 


		(c)	in the case of any Original Lender, the Security Agent, the Agent and any other original Finance
Party that identified with its name in Schedule 1 (The original parties); and



 


		(d)	in the case of each other Lender or 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.


 


	35.3		Delivery



 


	35.3.1		Any communication or document made or delivered by one person to another under or
in connection with the Finance Documents will only be effective:



 


		(a)	if by way of fax, when received in legible form; or



 


		(b)	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 35.2 (Addresses),
if addressed to that department or officer.


 


	35.3.2		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).



 


	35.3.3		All notices from or to an Obligor shall be sent through the Agent.



 


	35.3.4		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.



 


	35.3.5		Any communication or document which becomes effective, in accordance with clauses
35.3.1 to 35.3.4 above, after 5:00 pm in the place of receipt shall be deemed only to become effective on the following day.



 


	35.4		Notification of address and fax number



 


Promptly
upon receipt of notification of an address or fax number or change of address or fax number pursuant to clause 35.2 (Addresses)
or changing its own address or fax number, the Agent shall notify the other Parties.


 


	35.5		Electronic communication



 


	35.5.1		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 (including, without limitation, by way of posting to
a secure website) if those two Parties:



 


		(a)	notify each other in writing of their electronic mail address and/or any other information required
to enable the transmission of information by that means; and



 


		(b)	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.




    	 	116	 



    		 



    


Each
of the Finance Parties and each Obligor hereby confirm that unless and until notified to the contrary, communication by electronic
mail is an acceptable form of general communication.


 


	35.5.2		Any such electronic communication as specified in clause 35.5.1 to be made between
an Obligor and a Finance Party may only be made in that way 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.



 


	35.5.3		Any such electronic communication as specified in clause 35.5.1 made between any two
Parties will be effective only when actually received (or made available) 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.



 


	35.5.4		Any electronic communication which becomes effective, in accordance with clause 35.5.3
above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address
for the purpose of this Agreement or any other Finance Document shall be deemed only to become effective on the following day.



 


	35.5.5		Any reference in a Finance Document to a communication being sent or received shall
be construed to include that communication being made available in accordance with clause 35.5.



 


	35.6		English language



 


	35.6.1		Any notice given under or in connection with any Finance Document shall be in English.



 


	35.6.2		All other documents provided under or in connection with any Finance Document shall
be:



 


		(a)	in English; or



 


		(b)	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.



 


	36		Calculations and certificates



 


	36.1		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.


 


	36.2		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.


 


	36.3		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.



    	 	117	 



    		 



    


	37		Partial invalidity



 


If,
at any time, any provision of the Finance Documents 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.


 


	38		Remedies and waivers



 


No
failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents
shall operate as a waiver, nor shall any single or partial exercise of any right or remedy 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.


 


	39		Amendments and waivers



 


	39.1		Required consents



 


	39.1.1		Subject to clauses 39.2 (All Lender matters) and 39.3 (Other exceptions)
and unless the provisions of the Intercreditor Agreement expressly provides otherwise, 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 any such amendment or
waiver agreed or given by the Agent will be binding on all the Finance Parties.



 


	39.1.2		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 39.



 


	39.1.3		Each Obligor agrees to any such amendment or waiver permitted by this clause 39 which
is agreed to by the Borrowers. This includes any amendment or waiver which would, but for this clause 39.1.3, require the consent
of the Guarantors.



 


	39.2		All Lender matters



 


	39.2.1		An amendment, waiver or discharge or release or a consent of, or in relation to, the
terms of any Finance Document that has the effect of changing or which relates to:



 


		(a)	the definition of “Majority Lenders” in clause 1.1 (Definitions);



 


		(b)	the definition of “Last Availability Date” in clause 1.1 (Definitions);



 


		(c)	an extension to the date of payment of any amount under the Finance Documents;



 


		(d)	a change in the Margin or a change in the amount of any payment of principal, interest, fees or
commission payable or the rate at which they are calculated;



 


		(e)	an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments
reduces the Commitments of the Lenders pro rata under a Facility or an extension of the Last Availability Date;



 


		(f)	a change to the Borrower or any other Obligor;



 


		(g)	any provision which expressly requires the consent or approval “of the Lenders” or
“all of the Lenders” or “all Lenders”;



 


		(h)	clause 2.2 (Finance Parties’
rights and obligations), clause 7.1 (Illegality), clause 7.2 (Change of Control, Drop Down and transfer of shares
in GasLog Carriers), clause 7.6



    	 	118	 



    		 



    

		 	(Sale or Total Loss),
7.7 (Charter termination), clause 17.31 (Sanctions), clause 19.12 (Sanctions), clause 28 (Changes to the
Lenders), clause 32.1 (Payments to Finance Parties), this clause 39, clause 43 (Governing law) or clause 44.1
(Jurisdiction of English courts);



 


		(i)	the order of distribution under clause 33.5.1 (Partial payments);



 


		(j)	the order of distribution under clause 30.25.1 (Order of application);



 


		(k)	the currency in which any amount is payable under any Finance Document;



 


		(l)	an increase in any Commitment or the Total Commitments, an extension of any period within which
the Facility is available for Utilisation or any requirement that a cancellation of Commitments reduces the Commitments pro rata;



 


		(m)	the nature or scope of the Charged Property or the manner in which the proceeds of enforcement
of the Security Documents are distributed; or



 


		(n)	a change to the circumstances in which the security constituted by the Security Documents are permitted
or required to be released or reassigned under any of the Finance Documents; or



 


		(o)	any consent or decision expressly required to be given, or as the case may be, made by the Junior
Finance Parties (as such term is defined in the Intercreditor Agreement to mean the Finance Parties under this Agreement) pursuant
to the terms of the Intercreditor Agreement,



 


shall
not be made, or given, without the prior consent of all the Lenders.


 


	39.3		Other exceptions



 


	39.3.1		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).



 


	39.3.2		Notwithstanding clauses 39.1 and 39.2.1 to 39.3.1 (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.



 


	39.3.3		Subject to clause 39.3.1, if the Screen Rate is not available, any amendment or waiver
which relates to providing for another benchmark rate to apply in relation to that currency in place of that Screen Rate (or which
relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made with the consent
of the Majority Lenders and the Borrowers.



 


	39.4		Releases



 


Except
with the approval of all of the Lenders or for a release which is expressly permitted or required by the Finance Documents, the
Agent shall not have authority to authorise the Security Agent to release:


 


		(a)	any Charged Property from the security constituted by any Security Document; or



 


		(b)	any Obligor from any of its guarantee or other obligations under any Finance Document.




    	 	119	 



    		 



    


	39.5		Replacement of Lender



 


	 	(a)	If:



 


		(i)	any Lender becomes a Non-Consenting Lender (as defined below); or



 


		(ii)	an Obligor becomes obliged to repay any amount in accordance with clause 7.1 (Illegality,
prepayment and cancellation) to any Lender,



 


then
the Guarantors may, on 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 28 (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 Guarantors and which confirms its willingness to assume
and does assume all the obligations of the transferring Lender in accordance with clause 28 (Changes to the Lenders) for a purchase
price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation
in the outstanding Advances and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance
Documents.


 


		(b)	The replacement of a Lender pursuant to this clause 39.5 shall be subject to the provisions of
clause 28 (Changes to the Lenders).



 


		(c)	The Guarantors shall have no right to replace the Agent or the Security Agent.



 


	40		Confidentiality



 


	40.1		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 40.2 (Disclosure of Confidential Information), 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.


 


	40.2		Disclosure of information



 


Any
Finance Party may disclose (without the consent of the Borrowers) to any of its Affiliates and any of its or their officers, directors
and employees who are bound by similar confidentiality obligations in favour of the Obligors as set out herein, and to its legal
advisers, auditors and other professional advisers in respect of whom a professional obligation of confidentiality is due and
to 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 provided that such person to whom that information is to be given
has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for secondary
debt trading or such other form of confidentiality undertaking agreed between the Guarantors and such person;



 


		(b)	in the case of a Lender, to whom or for whose benefit that Finance Party charges, assigns or otherwise
creates a Security Interest (or may do so) pursuant to clause 28.7 (Security over Lender’s 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 provided that such person to whom that information is to be given has entered into a confidentiality agreement
substantially in the form of the LMA Master Confidentiality 



    	 	120	 



    		 



    

		 	 Undertaking for secondary debt trading or such other form of confidentiality
undertaking agreed between the Guarantors and such person;



 


		(d)	to whom, and to the extent that, information is required to be disclosed by any applicable law
or regulation or stock exchange rules; or



 


		(e)	to a rating agency, provided that such rating agency to whom that information is to be given has
entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for secondary
debt trading or such other form of confidentiality undertaking agreed between the Guarantors and such rating agency,



 


and,
with the consent of the Borrowers, any Finance Party may disclose to any other person such Confidential Information as that Finance
Party shall consider appropriate.


 


The
Agent and the Arrangers each may, at their own expense, publish information about their participation in, or agency or arrangement
in respect of, the Facilities and, for such purposes, to use the Borrowers’ and/or the Obligors’ logo and trademark
in connection with such publication with the prior written consent of GasLog and GLOP.


 


	40.3		Entire agreement



 


This
clause 40 (Confidentiality) 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.


 


	41		Confidentiality of Funding Rates and Reference Bank Quotations



 


	41.1		Confidentiality and disclosure



 


	41.1.1		The Agent and each Obligor agree to keep each Funding Rate (and, in the case of the
Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by clauses 41.1.2,
41.1.3 and 41.1.4.



 


	41.1.2		The Agent may disclose:



 


		(a)	any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant
Borrower pursuant to clause 8.4 (Notification of rates of interest); and



 


		(b)	any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration
services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide
those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially
in the form of the LMA Master Confidentiality Undertaking for secondary debt trading or such other form of confidentiality undertaking
agreed between the Agent and the relevant Lender or Reference Bank, as the case may be.



 


	41.1.3		The Agent may disclose any Funding Rate or any reference Bank Quotation, and each
Obligor may disclose any Funding Rate, to:



 


		(a)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers,
auditors, partners and Representatives if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant
to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that
there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality
of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;




    	 	121	 



    		 



    


		(b)	any person to whom information is required or requested to be disclosed by any court of competent
jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock
exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is
to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there
shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable
to do so in the circumstances;



 


		(c)	any person to whom information is required to be disclosed in connection with, and for the purposes
of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding
or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive
information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as
the case may be, it is not practicable to do so in the circumstances; and



 


		(d)	any person with the consent of the relevant Lender or Reference Bank, as the case may be.



 


	41.1.4		The Agent’s obligations in this clause 40 relating to Reference Bank Quotations
are without prejudice to its obligations to make notifications under clause 8.4 (Notification of rates of interest) provided
that (other than pursuant to clause 41.1.2(a) above) the Agent shall not include the details of any individual Reference Bank
Quotation as part of any such notification.



 


	41.2		Related obligations



 


	41.2.1		The Agent and each Obligor acknowledge that each Funding Rate (and, in the case of
the Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited
by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor
undertake not to use any Funding Rate or, in the case of the agent, any Reference Bank Quotation for any unlawful purpose.



 


	41.2.2		The Agent and each Obligor agree (to the extent permitted by law and regulation) to
inform the relevant Lender or Reference Bank, as the case may be;



 


		(a)	of the circumstances of any disclosure made pursuant to clause 41.1.3(b) (Confidentiality and
disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course
of its supervisory or regulatory function; and



 


		(b)	upon becoming aware that any information has been disclosed in breach of this clause 40.



 


	41.3		No Event of Default



 


No
Event of Default will occur under clause 27.5 (Other obligations) by reason only of an Obligor’s failure to comply
with this clause 41.


 


	42		Counterparts and waiver of immunity



 


	42.1		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.



 


	42.2		Each of the Borrowers hereby, and each of the other
Obligors by their execution of the Finance Documents to which they are party, irrevocably and unconditionally:



 


		(a)	agrees not to claim in any jurisdiction, for itself or in respect of its assets, immunity from
suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or 



    	 	122	 



    		 



    

		 	other legal process and waives such
present or future immunity, whether claimed or not; and



 


		(b)	consents generally to the giving of any relief or the issue of any process in connection with any
proceedings, including the making, enforcement or execution against any property of any nature (irrespective of its use or intended
use) of any order or judgement which may be made or given in any proceedings.




    	 	123	 



    		 



    

SECTION 11 - GOVERNING
LAW AND ENFORCEMENT


 


	43		Governing law



 


This
Agreement and any non-contractual obligations connected with it are governed by English law.


 


	44		Enforcement



 


	44.1		Jurisdiction of English courts



 


	44.1.1		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).



 


	44.1.2		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.



 


	44.1.3		This clause 44.1 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.



 


	44.2		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.



    	 	124	 



    		 



    

Schedule 1

The original parties


 


Borrowers


	Name:	GAS-eighteen Ltd. (Borrower A)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	48623
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom 
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 

	Name:	GAS-nineteen Ltd. (Borrower B)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	48943
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom 
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 

	Name:	GAS-twenty Ltd. (Borrower C)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	48942
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom 
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 

	Name:	GAS-twenty one Ltd. (Borrower D)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	48941
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom 
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco




    	 	125	 



    		 



    

	Name:	GAS-twenty seven Ltd. (Borrower E)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	49900
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 


Guarantors


 


	Name of GasLog	GasLog Ltd. (GasLog)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	33928
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 

	Name of GasLog Carriers	GasLog Carriers Ltd. (GasLog Carriers)
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	41493
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 

	Name of GLOP	GasLog Partners LP (GLOP)
	Jurisdiction of incorporation	Marshall Islands
	Registration number (or equivalent, if any)	950063
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom
	Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 

	Name of GPHL	GasLog Partners Holdings LLC (GPHL)
	Jurisdiction of incorporation	Marshall Islands
	Registration number (or equivalent, if any)	962930
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom
	Registered office	Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco



    	 	126	 



    		 



    


Technical Manager


 


	Name of GasLog LNG	GasLog LNG Services Ltd.
	Jurisdiction of incorporation	Bermuda
	Registration number (or equivalent, if any)	35655
	English process agent (if not incorporated in England)	GasLog Services UK Ltd, 81 Kings Road, London SW3 4NX, United Kingdom
	Registered office	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
	Address for service of notices	Simon Crowe, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC 98000 Monaco


 


The Original Lenders 


 


	Name	ABN AMRO Bank N.V.
	 	 
	Facility Office, address, fax number and attention details for notices and account details for payments	FOR
    CREDIT MATTERS:
	 
	Address:	Coolsingel 93
	 	3012 AE Rotterdam
	 	The Netherlands
	Attn:	Jurjen Maarleveld / Transportation South Europe/ PAC
	 	 	GL1610
	 	Email:	jurjen.maarleveld@nl.abnamro.com
	 	 	 
	 	FOR LOAN ADMINISTRATION:
	 	 	 
	 	Address:	Coolsingel 93
	 	 	1000 EA Amsterdam
	 	 	The Netherlands
	 	Attn:	Dien Quan / Pieter van Wijk/ NPL Credits/ ECT / PAC 0914
	 	Email:	loket.leningenadministratie.ccs@nl.abnamro.com
	 	Fax:	+31 10 4016118
	Commitment ($)	[l]



 


	Name	DNB (UK) Ltd.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	8th Floor
	 	The Walbrook Building
	 	25 Walbrook
	 	London EC4N 8AF
	 	 	 
	 	Fax:	+44(0)207 626 5956
	 	Attention:	Credit Middle Office & Agency
	Commitment ($)	[l]




    	 	127	 



    		 



    

	Name	DVB Bank America N.V.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	Gaitoweg 350

Willemstad 

Curacao
	Fax:	+5999 431 8749
	Attention:	Kai Förster
	 	 
	With copy to: 
	 
	
        DVB Bank SE


        Park House


        16-18 Finsbury Circus


        London EC2M 7EB


        United Kingdom


        Fax +442072564529


        Attn: Cornelia Urban

         

	Commitment ($)	[l]
	 	 
	Name	Commonwealth Bank of Australia
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	
        Level 2, 1 New Ludgate


        60 Ludgate Hill


        London EC4M 7AW


	 	 
	Ph: +44 (0) 20 7710 3607 / +44 (0) 20 7710 3942 
	Attention:	Simon Baker/William Barrand
	Email: simon.baker2@cba.com.au
	           william-james.barrand@cba.com.au
	Cc:     deborah.tan@cba.com.au / trang.nguyen@cba.com.au /

          postdealmanagementstructuredassetfinance@cba.com.au
	 	
	Commitment ($)	[l]
	 	 
	Name	ING Bank N.V., London Branch
	Facility Office, address, fax number and attention details for notices and account details for payments  	 	 
	Address:	60 London Wail

London EC2M 5TQ
	FOR CREDIT MATTERS:

Mr Rory Hussey/Ms Olga Terentieva

Fax: +44 20 7767 6987

FOR LOAN ADMINISTRATION:

Mr Mark Dasalia/ Ms Bernadette Smailes

Fax: +44 20 7767 7324
	Commitment ($)	[l]




    	 	128	 



    		 



    

The Agent


	Name	DNB Bank ASA, London Branch
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	8th Floor
	 	The Walbrook Building
	 	25 Walbrook
	 	London EC4N 8AF
	 	 	 
	 	Fax:	+44(0)207 626 5956
	 	Attention:	Credit Middle Office & Agency






 


The Security Agent


	Name	DNB Bank ASA, London Branch
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	8th Floor
	 	The Walbrook Building
	 	25 Walbrook
	 	London EC4N 8AF
	 	 	 
	 	Fax:	+44(0)207 626 5956
	 	Attention:	Credit Middle Office & Agency



 


The Bookrunners


	Name	DNB (UK) Ltd.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	8th Floor
	 	The Walbrook Building
	 	25 Walbrook
	 	London EC4N 8AF
	 	 	 
	 	Fax:	+44(0)207 626 5956
	 	Attention:	Credit Middle Office & Agency



 


	Name	ABN AMRO Bank N.V.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	Coolsingel 93
	 	1000 EA Amsterdam
	 	The Netherlands
	 	 
	 	Fax:	+31
        10 4016118
	 	Attention:	Dien
        Quan / Pieter van Wijk/ NPL Credits/ ECT / PAC 0914




    	 	129	 



    		 



    

The Arrangers


	Name	DNB (UK) Ltd.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	8th Floor
	 	The Walbrook Building
	 	25 Walbrook
	 	London EC4N 8AF
	 	 	 
	 	Fax:	+44(0)207 626 5956
	 	Attention:	Credit Middle Office & Agency



 


	Name	ABN AMRO Bank N.V.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	Coolsingel 93
	 	1000 EA Amsterdam
	 	The Netherlands
	 	 
	 	Fax:	+31
        10 4016118
	 	Attention:	Dien
        Quan / Pieter van Wijk/ NPL Credits/ ECT / PAC 0914



 


	Name	DVB Bank America N.V.
	Facility Office, address, fax number and attention details for notices and account details for payments	Address:	Gaitoweg 350
 Willemstad 

Curacao
	Fax:	+5999 431 8749
	Attention:	Kai Förster
	 	 
	With copy to: 
	 
	
        DVB Bank SE


        Park House


        16-18 Finsbury Circus


        London EC2M 7EB


        United Kingdom


        Fax +442072564529


        Attn: Cornelia Urban

         





    	 	130	 



    		 



    

Schedule 2

Ship information


 


Ship A


	Name of Ship:	Methane Lydon Volney 
	Owner:	GAS-eighteen Ltd.
	Ship Commitment:	30,000,000
	Flag State:	Bermuda
	Official Number:	737898
	IMO Number:	9307205
	Charter description:	Time Charter Party dated 10 April 2014
	Charter Rates:	$***** ($***** during optional period) per day (for a 6.5 year period + up to 30 days at Charterer’s option)

(optional extension period of 3 or 5 years +/- up to 30 days)
	Charterer:	Methane Services Limited, an indirectly wholly owned subsidiary of BG Group plc
	Classification:	
        +A1, Liquefied Gas Carrier, E,
        +AMS, +ACCU, NIBS, TCM, FL 40, SH, SH-DLA, SHCM


Additional Notations: PMP, CRC, SFA 40



	Classification Society:	American Bureau of Shipping


 


Ship B


	Name of Ship:	Methane Alison Victoria
	Owner:	GAS-nineteen Ltd.
	Ship Commitment:	30,000,000
	Flag State:	Bermuda
	Official Number:	737921
	IMO Number:	9321768
	Charter description:	Time Charter Party dated 29 May 2014
	Charter Rates:	$***** ($***** during optional period) per day (for a 5.5 year period + up to 30 days at Charterer’s option)

(optional extension period of 3 or 5 years +/- up to 30 days)
	Charterer:	Methane Services Limited, an indirectly wholly owned subsidiary of BG Group plc
	Classification:	
        +A1, Liquefied Gas Carrier, E,


+AMS, +ACCU, NIBS, TCM, FL 40, SH, SH-DLA,
        SHCM


Additional Notations: PMP, CRC, SFA 40


ABS Additional Notations: RRDA, CRC, SFA
        40, RW



	Classification Society:	American Bureau of Shipping


 


Ship C


	Name of Ship:	Methane Shirley Elisabeth
	Owner:	GAS-twenty Ltd.
	Ship Commitment:	30,000,000
	Flag State:	Bermuda
	Official Number:	737920




    	 	131	 



    		 



    


	IMO Number:	9321756
	Charter description:	Time Charter Party dated 4 June 2014
	Charter Rates:	$***** ($***** during optional period) per day (for a 6 year period + up to 30 days at Charterer’s option)

(optional extension period of 3 or 5 years +/- up to 30 days)
	Charterer:	Methane Services Limited, an indirectly wholly owned subsidiary of BG Group plc
	Classification:	
        +A1, Liquefied Gas Carrier, E,


+AMS, +ACCU, NIBS, TCM, FL 40, SH, SH-DLA,
        SHCM


ABS Additional Notations: RRDA, CRC, SFA
        40, RW



	Classification Society:	American Bureau of Shipping


 


Ship D


	Name of Ship:	Methane Heather Sally
	Owner:	GAS-twenty one Ltd.
	Ship Commitment:	30,000,000
	Flag State:	Bermuda
	Official Number:	737922
	IMO Number:	9321744
	Charter description:	Time Charter Party dated 19 June 2014
	Charter Rates:	$***** ($***** during optional period) per day (for a 6.5 year period + up to 30 days at Charterer’s option)

(optional extension period of 3 or 5 years +/- up to 30 days)
	Charterer:	Methane Services Limited, an indirectly wholly owned subsidiary of BG Group plc
	Classification:	
        +A1, Liquefied Gas Carrier, E,


+AMS, +ACCU, NIBS, TCM, FL 40, SH, SH-DLA,
        SHCM


ABS Additional Notations: RRDA, CRC, SFA
        40, RW



	Classification Society:	American Bureau of Shipping


 


Ship E


	Name of Ship:	Methane Becki Anne
	Owner:	GAS-twenty seven Ltd.
	Ship Commitment:	60,000,000
	Flag State:	Bermuda
	Official Number:	740514
	IMO Number:	9516129
	Charter description:	Master Time Charter Party and Confirmation Memorandum dated 25 March 2015
	Charter Rates:	$***** per day (for a 9 year period + up to 30 days at Charterer’s option)

(optional extension period of 3 or 5 years +/- up to 30 days)
	Charterer:	Methane Services Limited, currently a wholly owned subsidiary of BG Energy Holdings Limited
	Classification:	+A1, Liquefied Gas Carrier, E, +AMS, +ACCU, NBL, FL 40, SH, SH-DLA, SHCM
	Classification Society:	American Bureau of Shipping



    	 	132	 



    		 



    


Schedule 3

Conditions precedent


 


Part 1


Conditions precedent to this Agreement


 


		1	Obligors’ corporate documents



 


		(a)	A copy of the Constitutional Documents of each Obligor.



 


		(b)	A copy of a resolution of the board of directors of each Obligor (or any committee of such board
empowered to approve and authorise the following matters):



 


		(i)	approving the terms of, and the transactions contemplated by, the Transaction Documents (Relevant
Documents) to which it is a party and resolving that it executes the Relevant Documents;



 


		(ii)	authorising a specified person or persons to execute the Relevant Documents on its behalf; and



 


		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents
and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with
the Relevant Documents to which it is a party.



 


		(c)	If applicable, a copy of a resolution of the board of directors of the relevant company, establishing
any committee referred to in paragraph (b) above and conferring authority on that committee.



 


		(d)	A specimen of the signature of each person signing a Finance Document referred to in paragraph
(b) above.



 


		(e)	(if a requirement under the Constitutional Documents of each Obligor or Bermudian law) A copy of
a resolution signed by all the holders of the issued shares in each Obligor, approving the terms of, and the transactions contemplated
by, the Relevant Documents to which such Obligor is a party.



 


		(f)	(if a requirement under the Constitutional Documents of each Obligor or Bermudian law) A copy of
a resolution of the board of directors of each corporate shareholder of each Obligor approving the terms of the resolution referred
to in paragraph (e) above.



 


		(g)	A certificate of each of GasLog and GLOP (signed by an officer) confirming that borrowing or guaranteeing
or securing, as appropriate, the Total Commitments in accordance with the terms of its respective Guarantee would not cause any
borrowing, guaranteeing or similar limit binding on any other Obligor to be exceeded.



 


		(h)	A copy of any power of attorney under which any person is to execute any of the Relevant Documents
on behalf of any Obligor.



 


		(i)	A certificate of an authorised signatory of the relevant Obligor certifying that each copy document
relating to it specified in this Part of this Schedule is correct, complete and in full force and effect as at a date no earlier
than the date of this Agreement and that any such resolutions or power of attorney have not been revoked.




    	133



    	



    

		2	Legal opinions



 


		(a)	A legal opinion of Norton Rose Fulbright LLP, London addressed to the Arrangers, the Security Agent
and the Agent on matters of English law, substantially in the form approved by the Agent.



 


		(b)	A legal opinion of the legal advisers to the Arrangers, the Security Agent and the Agent in England
and also each jurisdiction in which an Obligor is incorporated and/or which is the Flag State of a Ship, or in which an Account
opened at Utilisation is established or which governs any assets which are to be the subject of a Security Interest for the benefit
of all the Finance Parties substantially in the form approved by the Agent.



 


		3	Legal and beneficial ownership



 


The Agent shall have received
details of the name, company number and current legal and beneficial owners of the Relevant Company in form and substance acceptable
to the Agent.


 


		4	Other documents and evidence



 


		(a)	Evidence that any process agent referred to in clause 44.2 (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)	A copy of any other authorisation or other document, opinion or assurance which the Agent considers
to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of
the transactions contemplated by any Finance Document which is executed on and dated the date of the Agreement or for the validity
and enforceability of any Finance Document.



 


		(c)	The Original Financial Statements and any compliance certificate from the Guarantors.



 


		(d)	Evidence that the fees, commissions, costs and expenses then due from the Borrowers pursuant to
clause 11 (Fees) and clause 16 (Costs and expenses) have been paid or will be paid on or by the first Utilisation
Date.



 


		5	Bank Accounts



 


Evidence that any Account required
to be established under clause 25 (Bank accounts) has been opened and that any Account Security in respect of each such
Account has been executed and delivered by the Borrowers in favour of the Security Agent 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.


 


		6	“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.


 


		7	Guarantees



 


The Guarantees duly executed.


 


		8	Intercreditor Agreement and Senior Facility Agreement



 


The Intercreditor Agreement
and Senior Facility Agreement duly executed.


 


		9	Charter Documents



 


A copy, certified by an approved
person to be a true and complete copy, of the Charter Documents.



    	134



    	



    

Part 2


Conditions precedent to Utilisation


 


		1	Corporate documents



 


		(a)	A certificate of an authorised signatory of the relevant Owner certifying that each copy document
relating to it specified in Part 1 of this Schedule remains correct, complete and in full force and effect as at a date no earlier
than a date approved for this purpose and that any resolutions or power of attorney referred to in Part 1 of this Schedule in relation
to it have not been revoked or amended.



 


		(b)	A certificate of an authorised signatory of each other Obligor which is party to any of the Original
Security Documents required to be executed at or before the Utilisation Date for 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	Utilisation Request



 


A duly completed Utilisation
Request in the form set out in Schedule 4 (Utilisation Request).


 


		3	Security



 


		(a)	The Mortgage, Share Security, the Deed of Covenant and the Charter Assignment for the relevant
Ship duly executed by the relevant Owner.



 


		(b)	The Quiet Enjoyment Agreement duly executed by the Security Agent, the relevant Owner and the Charterer.



 


		(c)	Any Manager’s Undertaking then required pursuant to the Finance Documents duly executed by
the relevant manager.



 


		(d)	Duly executed notices of assignment and acknowledgements of those notices as required by any of
the above Security Documents.



 


		4	Registration of Ship



 


Evidence that the relevant
Ship:


 


		(a)	is legally and beneficially owned by the relevant Owner and permanently registered in the name
of the relevant Owner through the relevant Registry as a Bermudian flagged ship under the laws and flag of the relevant Flag State;



 


		(b)	is operationally seaworthy and in every way fit for service;



 


		(c)	is classed with the relevant Classification free of all requirements and recommendations of the
relevant Classification Society;



 


		(d)	is insured in the manner required by the Finance Documents;



 


		(e)	has been delivered, and accepted for service, under the Charter; and



 


		(f)	is free of any other charter commitment which would require approval under the Finance Documents.




    	135



    	



    

		5	Mortgage Registration



 


Evidence that the relevant second
Mortgage has been registered against the Ship as a second priority mortgage through the Registry under the laws and flag of its
Flag State.


 


		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 22 (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 such Ship issued in accordance with the ISM Code;



 


		(c)	the international ship security certificate in respect of such Ship issued under the ISPS Code;



 


		(d)	If so requested by the Agent, any other certificates issued under any applicable code required
to be observed by such Ship or in relation to its operation under any applicable law.



 


		8	Value of security



 


Valuations obtained (not more
than 30 days before the relevant Utilisation Date) in accordance with clause 23 (Minimum security value) showing that the
Security Value of the Ships will be not less than the Minimum Value upon execution of the Security Documents specified in paragraph
3 (Security) of this Part 2 of this Schedule.


 


		9	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.


 


		10	Environmental matters



 


(Promptly as of the Utilisation
Date) 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.


 


		11	Withholding Tax



 


If relevant, assurance that
any withholding tax will be paid or application to the tax authorities in any Relevant Jurisdiction is or will be sent.



    	136



    	



    

		12	Senior Facility Finance Documents



 


The remaining Senior Facility
Finance Documents duly executed.


 


		13	Material Adverse Effect



 


There has been no material adverse
change in its assets, business or financial condition (or the assets, business or consolidated financial condition of any of the
Obligors or the Group) since the date of the Original Financial Statements.


 


		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 the assignment of the Ship’s Charter have been obtained.


 


		15	Management Agreement



 


Where a manager has been approved
in accordance with clause 20.4 (Manager), a copy, certified by an approved person to be a true and complete copy, of the
agreement between the relevant Owner and such Manager, relating to the appointment of each Manager and the management services
to be provided by it to the relevant Owner in respect of the relevant Ship.


 


		16	Legal opinions



 


		(a)	A legal opinion of Norton Rose Fulbright LLP, London addressed to the Arrangers, the Security Agent
and the Agent and for the benefit of all the Finance Parties on matters of English law, substantially in the form approved by the
Agent.



 


		(b)	a legal opinion of the legal advisers to the Arrangers, the Security Agent and the Agent in each
jurisdiction in which an Obligor is incorporated and/or which is or is to be the Flag State of the Ship, or which governs any assets
which are to be the subject of a Security Interest for the benefit of all the Finance Parties substantially in the form approved
by the Agent.



 


		17	BG Bullet Facilities



 


Evidence that the relevant tranche
of the applicable BG Bullet Facility relating to the relevant Ship will be repaid and cancelled on the Utilisation Date.


 


		18	Prepayment in full of $135,000,000 junior loan facility to Borrower E and Gas-twenty six Ltd



 


Evidence that the junior loan
facility of up to $135,000,000 made available to Borrower E and Gas-twenty six Ltd. pursuant to a junior loan agreement dated 25
March 2015 has been or will, on the Utilisation Date, be repaid in full.



    	137



    	



    

Schedule 4

Utilisation Request


 


	From:	GAS-eighteen Ltd.
	 	GAS-nineteen Ltd.
	 	GAS-twenty Ltd.
	 	GAS-twenty one Ltd.
	 	GAS-twenty seven Ltd.
	 	 
	To:	DNB Bank ASA
	Dated:	[l]


 


Dear Sirs


 


$180,000,000


Facility Agreement dated [l]
2016 (the “Agreement”)


 


		1	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the
same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.



 


		2	We wish to borrow an Advance on the following terms:



 


	 	Proposed Utilisation Date:	[l] (or, if that is not a Business Day, the next Business Day)
	 	Amount:	$[l]





	 	 
	3	We confirm that each condition specified in clause 4.4 (Further conditions precedent) is
satisfied on the date of this Utilisation Request.



 


		4	The purpose of this Advance is [specify purpose complying with clause 3 of the Agreement]
and its proceeds should be credited to [l] [specify account].



 


		5	[We request that the first Interest Period for the Loan be [●] months.][Note: first
Utilisation only]



 


		6	This Utilisation Request is irrevocable.



 


	 	Yours faithfully	 
	 	 	 
	 	 	 
	 	authorised signatory for	 
	 	GAS-eighteen Ltd.	 
	 	 	 
	 	 	 
	 	authorised signatory for	 
	 	GAS-nineteen Ltd.	 




    	138



    	



    

	 	 	 
	 	authorised signatory for	 
	 	GAS-twenty Ltd.	 
	 	 	 
	 	 	 
	 	authorised signatory for	 
	 	GAS-twenty one Ltd.	 
	 	 	 
	 	 	 
	 	authorised signatory for	 
	 	GAS-twenty seven Ltd.	 




    	139



    	



    

Schedule 5

Form of Transfer Certificate


 


	To:	[l] as Agent


 


From:[The Existing Lender] (the
Existing Lender) and [The New Lender] (the New Lender)


 


Dated:


 


$180,000,000 Facility Agreement dated
[l] 2016 (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 28.5 (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 Loan 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 Loan 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 [●].



 


		(e)	The Facility Office and address, fax number and attention details for notices of the New Lender
for the purposes of clause 35.2 (Addresses) are set out in the Schedule.



 


		3	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
set out in clause 28.4 (Limitation of responsibility of Existing Lenders).



 


		4	This Transfer Certificate may be executed in any number of counterparts and this has the same effect
as if the signatures on the counterparts were on a single copy of this Transfer Certificate.



 


		5	The New Lender shall enter into any documentation required for it to accede as a party to the Intercreditor
Agreement and any Security Document to which the Existing Lender is a party in its capacity as a Lender.



 


		6	This Transfer Certificate and any non-contractual obligations connected with it are governed by
English law.



 


		7	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer
Certificate.



 


Note:The execution of this Transfer
Certificate may not assign a proportionate share of the Existing Lender’s interest in 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 Security Documents in any jurisdiction and, if so, to arrange for execution of those documents
and completion of those formalities.



    	140



    	



    

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 [●].


 


Signature of this Transfer Certificate by
the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent
receives on behalf of each Finance Party.


 


[Agent]


 


By:



    	141



    	



    

SIGNATURES


 


THE BORROWERS


 


	GAS-eighteen Ltd.	 
	 	 	 
	By: Simon Crowe	/s/ Simon Crowe
	 	 	 
	GAS-nineteen Ltd.	 
	 	 	 
	By: Simon Crowe	/s/ Simon Crowe
	 	 	 
	GAS-twenty Ltd.	 
	 	 	 
	By: Simon Crowe	/s/ Simon Crowe
	 	 	 
	GAS-twenty one Ltd.	 
	 	 	 
	By: Simon Crowe	/s/ Simon Crowe
	 	 	 
	GAS-twenty seven Ltd.	 
	 	 	 
	By: Simon Crowe	/s/ Simon Crowe
	 	 	 
	THE ARRANGERS	 
	 	 	 
	ABN AMRO BANK N.V.	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	DNB (UK) LTD	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	DVB BANK AMERICA N.V.	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	THE ORIGINAL LENDERS	 
	 	 	 
	ABN AMRO BANK N.V.	 
	 	 	 
	By: 	Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	DNB (UK) LTD	 
	 	 	 
	By: 	Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 




    	142



    	



    

	DVB BANK AMERICA N.V.	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	ING BANK N.V., LONDON BRANCH	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	COMMONWEALTH BANK OF AUSTRALIA	 
	 	 	 
	By: 	Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	THE BOOKRUNNERS	 
	 	 	 
	DNB (UK) LTD	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	ABN AMRO BANK N.V.	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	THE AGENT	 
	 	 	 
	DNB BANK ASA, LONDON BRANCH	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 
	 	 	 
	THE SECURITY AGENT	 
	 	 	 
	DNB BANK ASA, LONDON BRANCH	 
	 	 	 
	By:	 Anne Thomas	/s/ Anne Thomas
	 	Attorney-in-fact	 





    	143