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  Exhibit 4.23    
    



Private
and Confidential 


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


Dated 20 February 2019











 






 
    THE ENTITIES LISTED IN SCHEDULE 1
  as Borrowers    
    


 
 

  CREDIT SUISSE AG
  NORDEA BANK ABP, FILIAL I NORGE
  as mandated lead arrangers
  (together as Arrangers)    
    


 
 

  with
  NORDEA BANK ABP, FILIAL I NORGE
  as Agent    
    


 
 

  NORDEA BANK ABP, FILIAL I NORGE
  as Security Agent    
    


 
 

  CREDIT SUISSE AG
  NORDEA BANK ABP, FILIAL I NORGE
  as Bookrunners    
    


 
 

  CREDIT SUISSE AG
  as Global Co-ordinator    
    


 
 

  guaranteed by
  GASLOG PARTNERS LP
  and
  GASLOG PARTNERS HOLDINGS LLC    
    


 
 

  FACILITY AGREEMENT
  for
  $450,000,000
  Revolving Credit Facility    
    




  

















































 
 

  Contents    
    

 


 
 


							
	 
	 	 
	 	Page 	 
	 Clause	 	 	 	 
	
 1	
 	
Definitions and interpretation	
 	
 	
1	
 
	
 2	
 	
The Facility	
 	
 	
25	
 
	
 3	
 	
Purpose	
 	
 	
28	
 
	
 4	
 	
Conditions of Utilisation	
 	
 	
28	
 
	
 5	
 	
Utilisation	
 	
 	
29	
 
	
 6	
 	
Repayment	
 	
 	
31	
 
	
 7	
 	
Illegality, prepayment and cancellation	
 	
 	
33	
 
	
 8	
 	
Interest	
 	
 	
37	
 
	
 9	
 	
Interest Periods	
 	
 	
38	
 
	
 10	
 	
Changes to the calculation of interest	
 	
 	
39	
 
	
 11	
 	
Fees	
 	
 	
40	
 
	
 12	
 	
Tax gross-up and indemnities	
 	
 	
41	
 
	
 13	
 	
Increased Costs	
 	
 	
46	
 
	
 14	
 	
Other indemnities	
 	
 	
47	
 
	
 15	
 	
Mitigation by the Lenders	
 	
 	
50	
 
	
 16	
 	
Costs and expenses	
 	
 	
50	
 
	
 17	
 	
Guarantee and indemnity	
 	
 	
51	
 
	
 18	
 	
Representations	
 	
 	
55	
 
	
 19	
 	
Information undertakings	
 	
 	
62	
 
	
 20	
 	
Financial covenants	
 	
 	
67	
 
	
 21	
 	
General undertakings	
 	
 	
68	
 
	
 22	
 	
Dealings with Ship	
 	
 	
73	
 
	
 23	
 	
Condition and operation of Ship	
 	
 	
77	
 
	
 24	
 	
Insurance	
 	
 	
80	
 
	
 25	
 	
Minimum security value	
 	
 	
84	
 
	
 26	
 	
Chartering undertakings	
 	
 	
88	
 
	
 27	
 	
Bank accounts	
 	
 	
89	
 
	
 28	
 	
Business restrictions	
 	
 	
91	
 
	
 29	
 	
Events of Default	
 	
 	
94	
 
	
 30	
 	
Changes to the Lenders	
 	
 	
100	
 
	
 31	
 	
Changes to the Obligors/Restriction on Debt Purchase Transactions	
 	
 	
104	
 
	
 32	
 	
Roles of Agent, Security Agent and Arrangers	
 	
 	
105	
 
	
 33	
 	
Conduct of business by the Finance Parties	
 	
 	
126	
 




 

 




 


 
 


							
	 
	 	 
	 	Page 	 
	
 34	
 	
Sharing among the Finance Parties	
 	
 	
128	
 
	
 35	
 	
Payment mechanics	
 	
 	
129	
 
	
 36	
 	
Set-off	
 	
 	
134	
 
	
 37	
 	
Notices	
 	
 	
134	
 
	
 38	
 	
Calculations and certificates	
 	
 	
137	
 
	
 39	
 	
Partial invalidity	
 	
 	
137	
 
	
 40	
 	
Remedies and waivers	
 	
 	
137	
 
	
 41	
 	
Amendments and grant of waivers	
 	
 	
137	
 
	
 42	
 	
Counterparts	
 	
 	
142	
 
	
 43	
 	
Confidentiality	
 	
 	
143	
 
	
 44	
 	
Governing law	
 	
 	
145	
 
	
 45	
 	
Enforcement	
 	
 	
145	
 




 


 


 
 


							
	 
	 	 
	 	 
	 
	Schedule 1 The original parties	 	 	147	 
	

Schedule 2 Ship information	
 	
 	
152	
 
	

Schedule 3 Conditions precedent	
 	
 	
155	
 
	

Schedule 4 Utilisation Request	
 	
 	
161	
 
	

Schedule 5 Form of Compliance Certificate	
 	
 	
163	
 
	

Schedule 6 Form of Transfer Certificate	
 	
 	
164	
 
	

Schedule 7 Forms of Notifiable Debt Purchase Transaction Notice	
 	
 	
166	
 
	

Schedule 8 Reduction Schedule	
 	
 	
168	
 




 

 






 






































THIS AGREEMENT is dated     February 2019, and made between: 


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



	(2)
	GASLOG PARTNERS LP (the Parent);



	(3)
	GASLOG PARTNERS HOLDINGS LLC (GasLog Holdings);



	(4)
	CREDIT SUISSE AG and NORDEA BANK ABP, FILIAL I NORGE as mandated lead
arrangers (whether acting individually or together, the Arrangers);



	(5)
	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original
parties) as lenders (the Original Lenders);



	(6)
	CREDIT SUISSE AG as global co-ordinator of the Finance Parties (the Global
Co-ordinator);



	(7)
	CREDIT SUISSE AG and NORDEA BANK ABP, FILIAL I NORGE as bookrunners
(whether acting individually or together, the Bookrunner);



	(8)
	NORDEA BANK ABP, FILIAL I NORGE as Agent of the other Finance Parties (the  Agent); and



	(9)
	NORDEA BANK ABP, FILIAL I NORGE as security agent and trustee for and on behalf of the other Finance Parties (the  Security
Agent). 




IT IS AGREED as follows: 


1         Definitions and interpretation  


	1.1
	Definitions



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



Acceptable Bank means: 


	(a)
	a
bank or financial institution which has a rating for its long-term unsecured and non-credit enhanced debt obligations of "A–" or higher by
Standard & Poor's Rating Services or Fitch Ratings Ltd or "Baa1" or higher by Moody's Investor Services Limited or a comparable rating from another internationally recognised credit
rating agency; or



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




and
which is approved by the Borrowers. 


Account means any bank account, deposit or certificate of deposit opened, made or established in accordance with clause 27
(Bank accounts). 


Account Bank means, in relation to any Account and at the Borrowers' election: 


	(a)
	until
migration of the Accounts in accordance with clause 27.3(f) (Other provisions), Citibank, N.A. London Branch, acting through its office at CGC Centre,
Canary Wharf, E14 5LB, London, United Kingdom (or any of its Affiliates); and



	(b)
	any
Arranger (or any of its Affiliates) or another bank or financial institution approved by the Majority Lenders at the request of the Borrowers. 




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


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



1







 

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


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


Agent includes any person who may be appointed as agent for the other Finance Parties under clause 32.12 (Resignation of
the Agent) or any other provision of this Agreement. 


Annual Financial Statements has the meaning given to it in clause 19 (Information undertakings). 


Approved Brokers means each of Affinity LNG LLP, Clarksons Platou Securities AS, Braemar Seascope Limited, Fearnleys AS, Simpson, Spence &
Young Ltd and Poten & Partners (London) or any other independent firm of shipbrokers agreed in writing from time to time between the Borrowers and the Agent (acting on the instructions
of the Majority Lenders), unless any such person is a or becomes a Prohibited Person or otherwise is in breach of Sanctions. 


Approved Exchange means NYSE or NASDAQ or any other national stock exchange acceptable to the Majority Lenders. 


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


Auditors means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or another firm proposed by the Borrowers and
approved by the Majority Lenders from time to time (provided that if the approval of Auditors as set out in this definition becomes contrary to any applicable law, directive or regulation, and the
Majority Lenders so require, the Obligors agree that they will make such amendment to this definition as will be agreed between the Borrower and the Majority Lenders so as to ensure compliance with
such law, directive or regulation). 


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


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


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


Basel II Regulation means: 


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



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



2







 

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 on or before the date of this Agreement;



	(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 on or before the date of this Agreement; and



	(c)
	any
further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III on or before the date of this Agreement". 




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


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


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


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



exceeds: 


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




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


Cash Collateral Account means, to the extent required pursuant to clause 29.21(a)(ii) (Charters),
each of the interest bearing dollar accounts of a Borrower with the Account Bank designated as a Cash Collateral Account under clause 27 (Bank
accounts), and Cash Collateral Accounts means all of them. 


Change of Control occurs if: 


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



	(b)
	GasLog
ceases to control, directly or indirectly, the affairs or the composition of the board of directors (or equivalent) of any of the Parent, GasLog Holdings
or GP LLC; 



3







 

	(c)
	less
than 50.1% of the issued and outstanding shares (including the voting shares) of any Borrower cease to be legally and beneficially owned, directly or
indirectly, by GasLog Holdings;



	(d)
	less
than 50.1% of the issued and outstanding shares (including the voting shares) of GasLog Holdings cease to be legally and beneficially owned, directly or
indirectly, by the Parent; or



	(e)
	any
of the issued and outstanding shares (including the voting shares) of GP LLC cease to be legally and beneficially owned by GasLog, 



in
any case without the prior written consent of the Agent (acting on the instructions of the Majority Lenders). 


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


Charter means, in relation to a Ship, the charter commitment (if any) for that Ship details of which are provided in Schedule 2
(Ship information), as it may from time-to-time be amended or replaced in the circumstances and as permitted in accordance with clause 29.21(b)
(Charters). 


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


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


Charterer means, in relation to a Ship, the charterer named in Schedule 2 (Ship information) as
charterer of that Ship, or such replacement charterer that is party to any Charter entered into in the circumstances and as permitted in accordance with clause 29.21(b)
(Charters). 


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


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


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


Commercial Manager means, in relation to a Ship, GasLog or another manager appointed as the commercial manager of that Ship by the relevant Owner in
accordance with clause 22.3 (Manager). 


Commitment means: 


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



4







 

	(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. 


Compliance Certificate means a certificate substantially in the form set out in Schedule 5 (Form of Compliance
Certificate) or otherwise approved. 


Confidential Information means all information relating to an Obligor, the Group, the Finance Documents, the Charter Documents or any other charter
commitments (to the extent such information relating to such other charter commitments is confidential as a matter of law or contract) for each Ship 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 information that: 



	(i)
	is
or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 43
(Confidentiality); or



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



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





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


Cool Pool Arrangements has the meaning given to such term in clause 22.9 (Sharing of Earnings). 


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



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


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


	(a)
	purchases
by way of assignment or transfer;



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



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



5







 

any
Commitment or amount outstanding under this Agreement. 


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



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


Defaulting Lender means any Lender: 


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



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



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




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



	(i)
	its
failure to pay is caused by:



	(A)
	administrative
or technical error; or



	(B)
	a
Payment Disruption Event; and, 



	

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



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




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


Disposal Reduction Date means, in relation to: 


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



	(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 (and upon or immediately prior to such completion). 



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


Earnings Account means each of the interest bearing dollar accounts of a Borrower with the Account Bank designated as an  Earnings Account under clause 27
(Bank accounts), and Earnings
Accounts means all of them. 


Environmental Claims means: 


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



6







 

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



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


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



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




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


Event of Default means any event or circumstance specified as such in clause 29 (Events of
Default). 


Existing Indebtedness means, at any relevant time, the aggregate principal amounts owing by the Borrowers or any of them and secured on the Ships or any
of them by way of first priority ship mortgage or mortgages, under a credit facility as disclosed by or on behalf of the Borrowers to the Lenders prior to the date of this Agreement, together with
interest thereon and any other amounts owing thereunder or in connection therewith. 


Existing Indebtedness Lender means any bank, financial institution or other person, who is a lender of Existing Indebtedness. 


Facility means the revolving credit facility made available by the Lenders under this Agreement as described in clause 2
(The Facility), in five (5) Revolving Loan Ship Tranches, one in respect of each Ship. 


Facility Office means: 


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



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




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


FATCA means: 


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



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



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



7







 

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, 




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



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


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


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



Final Reduction Date means, subject to clause 35.7 (Business Days), the date falling
60 months after the date of this Agreement which date shall fall no later than 31 March 2019. 


Finance Documents means this Agreement, any Fee Letter, any Quiet Enjoyment Agreement in relation to any Ship, the Security Documents, any Transfer
Certificate and any other document designated as such by the Agent and the Borrowers. 



Finance Party means the Agent, the Security Agent, the Global Co-ordinator, the Bookrunners, any Arranger 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 or bill discounting 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 (or, if any actual amount is due as a result
of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account); 



8







 

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



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



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



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




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 22.1(b) (Ship's name and
registration) are complied with) or such other state or territory as may be approved by all the Lenders (acting reasonably), at the request of the relevant Owner, as being the  Flag State of such Ship for the purposes of the Finance Documents. 


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



Funding Rate means any individual rate notified by the Lender to the Borrower pursuant to paragraph (a)(ii) of clause 10.3  (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 GasLog Ltd. of Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. 


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


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


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



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


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


Guarantee means the guarantee, undertakings and indemnity given under clause 17 (Guarantee and
indemnity). 


Guarantors means the Parent and GasLog Holdings and Guarantor means either of them. 


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



9









 







































Impaired Agent means the Agent at any time when: 


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



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



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



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




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



	(i)
	its
failure to pay is caused by:



	(A)
	administrative
or technical error; or



	(B)
	a
Payment Disruption Event; and  



	

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



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




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


Indemnified Person means: 


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



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



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




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


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



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



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



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



	(e)
	has
instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding 



10







 


or
petition is instituted or presented by a person or entity not described in paragraph (d) above and: 


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



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






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



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



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



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



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



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




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


Insurances means, in relation to a Ship: 


	(a)
	all
policies and contracts of insurance; and



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




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


Interbank Market means the London interbank market. 


Interest Period means, in relation to a Revolving Loan, 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 any Revolving Loan or any part of it or any Unpaid Sum, the
rate (rounded to the same number of 



11







 

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 of that Revolving Loan or
the relevant Unpaid Sum; and



	(b)
	the
applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period of that Revolving Loan or the
relevant Unpaid Sum, 




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



Last Availability Date means in relation to the Facility and each Revolving Loan, the date three (3) months before the Final Reduction
Date, or, in each such case, such later date as may be approved by all the Lenders. 


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


Legal Reservations means: 


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



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



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



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




Lender means: 


	(a)
	any
Original Lender;



	(b)
	any
bank, financial institution, trust, fund or other entity which has become a Party as a lender in accordance with clause 30
(Changes to the Lenders), 



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


LIBOR means, in relation to any Revolving Loan or any part of it or any Unpaid Sum: 


	(a)
	the
applicable Screen Rate as of 11:00 a.m. on the relevant Quotation Day for the currency of that Revolving Loan for a period equal in length to the Interest
Period for that Revolving Loan or relevant part of it or Unpaid Sum; or



	(b)
	as
otherwise determined pursuant to clause 10.1 (Unavailability of Screen Rate), 




and
if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero. 


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



12







 

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


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


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


Majority Lenders means: 


	(a)
	if
no Loans are then outstanding, a Lender or Lenders whose Commitments aggregate more than 66.66% of the Total Commitments; or



	(b)
	at
any other time, a Lender or Lenders whose participations in the Loans aggregate more than 66.66% of the aggregate Loans. 



Management Agreement means any management agreement of a Ship approved pursuant to clause 22.3
(Manager). 


Manager means, in relation to a Ship, the Commercial Manager or the Technical Manager for that Ship and  Managers means 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, including if
required pursuant to clause 22.3 (Manager). 


Margin means: 


	(a)
	at
any time when the Security Value is higher than or equal to 181.8% of the aggregate outstanding principal amount of the Revolving Loans, 2.00% per annum;



	(b)
	at
any time when the Security Value is higher than or equal to 153.8% but less than 181.8% of the aggregate outstanding principal amount of the Revolving Loans,
2.10% per annum; and



	(c)
	at
any time when the Security Value is lower than 153.8% of the aggregate outstanding principal amount of the Revolving Loans, 2.20% per annum. 



The
determination of the Security Value for the purposes of application of paragraphs (a), (b) and (c) above shall be made by the Agent by reference to valuations of the Mortgaged
Ships made in accordance with clause 25 (Minimum security value). The Agent shall determine the applicable Margin in respect of the first
Utilisation of each Revolving Loan Ship Tranche, on or before the relevant Utilisation Date and in any other case, on each of the 31st of December and the
30th of June of each
calendar year, and the applicable Margin determined by the Agent shall apply from the commencement of the next applicable Interest Period until the next such determination by the Agent. 


Material Adverse Effect means a material adverse effect on: 


	(a)
	the
business, operations, assets, condition (financial or otherwise) results of operation or liabilities of the Borrowers and/or the Guarantors; or



	(b)
	the
ability of the Borrowers and/or the Guarantors to perform their respective obligations under any of the Finance Documents; or



	(c)
	the
legality, validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, this
Agreement or any of 



13







 


the
Finance Documents or any of the rights or remedies of any Finance Party under this Agreement or any of the Finance Documents. 




Minimum Value means, at any time, the amount in dollars which is 120% of the aggregate of all Revolving Loans. 



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


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


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


New Lender has the meaning given to that term in clause 30 (Changes to the Lenders). 


Non-Acceptable Charterer means a charterer who (to the Borrowers' knowledge) is subject to a final, non-appealable order or judgment of a court of
competent jurisdiction being the outcome of proceedings regarding sanctions, anti-bribery, anti-corruption, securities or environmental laws violations, to the extent such order or judgment would
reasonably be expected to have a material adverse effect on the standing and reputation of such charterer. 


Notifiable Debt Purchase Transaction has the meaning given to that term in clause 31.3(b) (Disenfranchisement of Debt
Purchase Transactions entered into by Affiliates). 


Obligors means together the Borrowers and the Guarantors (and Obligor means any one of them). 



Original Financial Statements means: 


	(a)
	the
audited consolidated financial statements of the Parent for its financial year ended on 31 December 2017; and



	(b)
	the
unaudited consolidated financial statements of GasLog Holdings for the financial year ended on 31 December 2017. 




Original Security Documents means: 


	(a)
	the
Mortgages over each of the Ships;



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



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



	(d)
	the
Charter Assignment in relation to each Ship's Charter Documents if applicable;



	(e)
	the
Account Security in relation to each Account; and



	(f)
	any
Manager's Undertaking in relation to a Ship, including if required under clause 22.3 (Manager). 




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



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



14







 

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



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


Party means a party to this Agreement. 


Payment Disruption Event means either or both of: 


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



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



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



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






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


Permitted Maritime Liens means, in relation to a Ship: 


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



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



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



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




each
securing obligations not more than 30 days overdue. 


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


	(a)
	granted
by the Finance Documents; or



	(b)
	a
Permitted Maritime Lien; or



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



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



15







 

	(e)
	approved
by the Majority Lenders; or



	(f)
	created
in connection with the Existing Indebtedness, until the Existing Indebtedness is discharged in full and in any event not later than the first Utilisation
Date, 




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


Prohibited Person has the meaning give to such term in clause 21.11(f) (Sanctions). 



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. 


Quiet Enjoyment Agreement means, in relation to a Ship, a letter by the Security Agent addressed to, and acknowledged by, the relevant Owner and
Charterer of that Ship in the agreed form (including being subject to compliance with Sanctions laws). 


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


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


Reduction Date means in relation to a Ship Commitment: 


	(a)
	the
Reduction Schedule Start Date for such Ship Commitment;



	(b)
	each
of the dates falling at intervals of three (3) months thereafter up to and including the Final Reduction Date; and



	(c)
	the
Final Reduction Date. 




Reduction Schedule Start Date means in relation to a Revolving Loan Ship Tranche and the related Ship Commitment and subject to clause 35.7
(Business Days), the date falling three (3) months after the date of this Agreement. 


Relevant Proportion in relation to each Revolving Loan Ship Tranche shall have the following meaning: 


	(a)
	if
there are five (5) Mortgaged Ships the Relevant Proportion (i) for each of Ship A, Ship B and Ship C shall be 1/4 and (b) for
each of Ship D and Ship E shall be 1/8;



	(b)
	if
one or more Mortgaged Ships are sold or become a Total Loss or the Borrowers cancel any Ship Commitment in full in accordance with clause 7.3(a)(ii)
(Voluntary Cancellation), the Relevant Proportion for each of the remaining Ships shall be the ratio of (A) the Relevant Proportion for each such
remaining Ship (as a fraction) which applied immediately prior to such sale, Total Loss or cancellation over (B) the Relevant Proportion for all of such remaining Ships (as a fraction) which
applied immediately prior to such sale, Total Loss or cancellation. 



16







 

For
the purposes of this definition and by way of illustration only, should Ship A be sold or become a Total Loss or if the Ship Commitment relative to Ship A be cancelled, the Relevant Proportion of
each of the remaining Ships (i) for each of Ship B and Ship C shall be 1/3 and (b) for each of Ship D and Ship E shall be 1/6. 



Reformed Basel III means the measures set out in the document entitled "Basel III: Finalising post-crisis reforms" published by the Basel Committee on
Banking Supervision in December 2017, as amended, supplemented or restated. 


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



Relevant Jurisdiction means, in relation to an Obligor: 


	(a)
	its
jurisdiction of incorporation;



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



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



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




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


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. 


Revolving Loan means a loan (being part of the Revolving Loan Ship Tranche for that Ship) made or to be made under the Facility and under the Ship
Commitment for a Ship or (as the context may require) the outstanding principal amount of that loan and Revolving Loans means all of them. 


Revolving Loan Ship Tranche A means, at any relevant time, the aggregate of the Revolving Loans drawn in respect of Ship A which are then
outstanding, up to the Ship Commitment in respect of Ship A. 


Revolving Loan Ship Tranche B means, at any relevant time, the aggregate of the Revolving Loans drawn in respect of Ship B which are then
outstanding, up to the Ship Commitment in respect of Ship B. 


Revolving Loan Ship Tranche C means, at any relevant time, the aggregate of the Revolving Loans drawn in respect of Ship C which are then
outstanding, up to the Ship Commitment in respect of Ship C. 


Revolving Loan Ship Tranche D means, at any relevant time, the aggregate of the Revolving Loans drawn in respect of Ship D which are then
outstanding, up to the Ship Commitment in respect of Ship D. 


Revolving Loan Ship Tranche E means, at any relevant time, the aggregate of the Revolving Loans drawn in respect of Ship E which are then
outstanding, up to the Ship Commitment in respect of Ship E. 



17







 

Revolving Loan Ship Tranches means Revolving Loan Ship Tranche A, Revolving Loan Ship Tranche B, Revolving Loan Ship Tranche C,
Revolving Loan Ship Tranche D and Revolving Loan Ship Tranche E, and: 


	(a)
	in
relation to Ship A, it means Revolving Loan Ship Tranche A;



	(b)
	in
relation to Ship B, it means Revolving Loan Ship Tranche B;



	(c)
	in
relation to Ship C, it means Revolving Loan Ship Tranche C;



	(d)
	in
relation to Ship D, it means Revolving Loan Ship Tranche D; and



	(e)
	in
relation to Ship E, it means Revolving Loan Ship Tranche E, 




and
Revolving Loan Ship Tranche means any of them. 


Rollover Loan means one or more Revolving Loans under a Revolving Loan Ship Tranche: 


	(a)
	made
or to be made on the same day that a maturing Revolving Loan under that Revolving Loan Ship Tranche is due to be repaid;



	(b)
	the
aggregate amount of which is equal to or less than the maturing Revolving Loan under that Revolving Loan Ship Tranche; and



	(c)
	made
or to be made for the purpose of refinancing a maturing Revolving Loan under that Revolving Loan Ship Tranche. 




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



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


Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the
administration of that rate) for dollars and the relevant period displayed (before any correction, recalculation or republication 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 (acting on the instructions of the Majority Lenders) may specify another page or service displaying the relevant rate after
consultation with the Borrowers. 


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


Security Documents means: 


	(a)
	the
Original Security Documents; and



	(b)
	any
other document as may 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 value of all the Mortgaged Ships which
have not then become a Total Loss (or, if less, the maximum amount capable of being secured by the Mortgages over the Mortgaged Ships) and (b) the value of any additional security then held by
the Security Agent or any other Finance Party provided under clause 25 (Minimum security value) or clause 29.21(a)(ii)
(Charters), in each 



18







 

case
as most recently determined in accordance with this Agreement (including under clause 25.4 (Valuations procedure). 


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


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 Commitment means, in relation to a Ship, the amount specified as such in respect of such Ship in Schedule 2 (Ship
information), being a part of the Total Commitments, as cancelled or reduced pursuant to any provision of this Agreement and available for Utilisation under the Revolving Loan
Ship Tranche for that Ship. 


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


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


	(a)
	in
relation to Revolving Loan Ship Tranche A (or any Revolving Loan under it), it means Ship A;



	(b)
	in
relation to Revolving Loan Ship Tranche B (or any Revolving Loan under it), it means Ship B;



	(c)
	in
relation to Revolving Loan Ship Tranche C (or any Revolving Loan under it), it means Ship C;



	(d)
	in
relation to Revolving Loan Ship Tranche D (or any Revolving Loan under it), it means Ship D; and



	(e)
	in
relation to Revolving Loan Ship Tranche E (or any Revolving Loan under it), it means Ship E, 



and
Ship means any of them. 


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


Subsidiary of a person means any other person: 


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



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




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


Technical Manager means GasLog LNG Services Ltd. of Clarendon House, 2 Church Street, Hamilton HM11, Bermuda or another manager appointed as the
technical manager of that Ship by the relevant Owner in accordance with clause 22.3 (Manager). 



19









 







































Total Commitments means the aggregate of the Commitments, being $450,000,000 as at the date of this
Agreement. 


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


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



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



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



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




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


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



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



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



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



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






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



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



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




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


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



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




Transfer Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Transfer
Certificate) or any other form agreed between the Agent and the Borrowers or, at any time after the occurrence of an Event of Default, required by the Agent. 


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


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



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



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


Trust Property means, collectively: 


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



20







 

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



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



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



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




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


US means the United States of America. 


US Tax Obligor means: 


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



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




Utilisation means the making of a Revolving Loan under each Revolving Loan Ship Tranche. 


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


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


VAT means: 


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



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


 



	1.2
	Construction



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



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



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



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



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



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








21







 


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



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



	(viii)
	a
document in agreed form means:



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



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






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



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



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



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



	(xiii)
	control of an entity means:



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



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



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



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










22







 



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








and
controlled shall be construed accordingly;  



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



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



	(xvi)
	the
equivalent of an amount specified in a particular currency (the specified currency
amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange
market at or about 11:00 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);



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



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



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



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



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



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



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










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



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




23







 


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



	(xxiv)
	pay, prepay or  repay in clause 28 (Business restrictions) includes by way of set-off, combination of accounts or
otherwise;



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



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



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



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



	(xxix)
	(i)
the liquidation, winding up,  dissolution, or administration
of person or (ii) a  receiver or administrative receiver or administrator in
the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous
person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in
respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;



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



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






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



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



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



	(e)
	Unless
a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same
meaning in that Finance Document or notice as in this Agreement. 



24







 

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



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


 



	1.3
	Third party rights



	(a)
	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 enjoy the benefit of any term
of the relevant Finance Document.



	(b)
	Any
Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it.



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


 



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




2         The Facility  


	2.1
	The Facility



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



	2.2
	Finance Parties' rights and obligations



	(a)
	The
obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does
not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.



	(b)
	The
rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and independent debt. 





25







 

	(c)
	A
Finance Party may, except as otherwise stated in the Finance Documents (including clauses 32.30 (All enforcement action through the
Security Agent) and 33.2 (Finance Parties acting together)), separately enforce its rights under the Finance Documents.


 



	2.3
	Borrowers' rights and obligations



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



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



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



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



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






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



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



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



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



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



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








26







 


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



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



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



	(vii)
	any
insolvency or similar proceedings.






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



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



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



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






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



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



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



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



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



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



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






	

	If
a Borrower receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application
in accordance with 



27







 


clause 35 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full. 





3         Purpose  


	3.1
	Purpose



The
Borrowers shall apply all amounts borrowed under the Facility in accordance with and subject to clause 3.2 (Use).  



	3.2
	Use



The
Facility shall be made available to the Borrowers for the purpose of assisting the Borrowers to (a) refinance in full the Existing Indebtedness and (b) for general corporate and
working capital purposes of the Group and, in the case of Rollover Loans under a Revolving Loan Ship Tranche, to repay maturing Revolving Loans under the same Revolving Loan Ship Tranche. 



	3.3
	Monitoring



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



	4
	Conditions of Utilisation



	4.1
	Conditions precedent to first Utilisation and to each further Utilisation



The
Ship Commitment in respect of each Ship may only be drawn down under this Agreement if  


	(a)
	on
or before the Utilisation of the first Revolving Loan for each Ship, the Agent, or its duly authorised representative, has received all of the documents and
evidence listed in Schedule 3, Part 1 (Conditions precedent to first Utilisation) in relation to such Ship, in form and substance
satisfactory to the Agent; and



	(b)
	on
or before each Utilisation of each Revolving Loan for each Ship, following the first Utilisation of the first Revolving Loan for each Ship (but not in respect of
any Rollover Loan), the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Schedule 3, Part 2 (Conditions
precedent to each further Utilisation) in relation to each Ship in form and substance satisfactory to the Agent.


 



	4.2
	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. Other than to the
extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that
notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.  



	4.3
	Further conditions precedent



The
Lenders will only be obliged to comply with clause 5.4 (Lenders' participation): 


	(a)
	in
respect of a Revolving Loan which is not a Rollover Loan, if on the date of the Utilisation Request and on the proposed Utilisation Date:



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






28













 








































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



	(iii)
	where
the proposed Utilisation Date is to be the first day of the Mortgage Period for a Ship, the Ship Representations are true;



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



	(v)
	no
Total Loss Date has occurred in relation to the applicable Ship;



	(vi)
	the
Security Value would not be less than the Minimum Value immediately after the proposed Utilisation; and



	(vii)
	no
prepayment or cancellation event has occurred under clause 7.9 (Mandatory prepayment and cancellation following non-compliance
with Sanctions); or






	(b)
	in
respect of a Rollover Loan, if on the date of the Utilisation Request and on the proposed Utilisation Date:



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



	(ii)
	the
Repeating Representations are true;



	(iii)
	no
Total Loss Date has occurred in relation to the applicable Ship; and



	(iv)
	no
prepayment or cancellation event has occurred under clause 7.9 (Mandatory prepayment and cancellation following non-compliance
with Sanctions).


 






	4.4
	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 paragraphs 2, 3, 6, 7, 8, 9(a), 10 and 11
of Part 1 of Schedule 3 (Conditions precedent) may only be waived by the Agent, acting on the instructions of all the Lenders. 



	4.5
	Condition Subsequent



The
legal opinions referred to in section 3 (Legal Opinions) of Schedule 3, Part 1 (Conditions precedent to
first Utilisation) shall be issued and delivered to the Agent in the agreed form no later than 3 days after the first
Utilisation Date.  



	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. eight (8) Business Days before the proposed Utilisation
Date. 



29







 
	5.2
	Completion of a Utilisation Request



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



	(i)
	the
proposed Utilisation Date is a Business Day falling not later than the Last Availability Date;



	(ii)
	the
currency and amount of the Utilisation comply with this clause 5.2 and with clause 5.3 (Currency and
amount);



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



	(iv)
	it
identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose); and



	(v)
	it
relates to the Utilisation of Revolving Loans under all available Ship Commitments in the Relevant Proportion.






	(b)
	Only
one Revolving Loan under each Revolving Loan Ship Tranche may be requested in each Utilisation Request. A Utilisation Request for a Revolving Loan may only be
issued if a Utilisation Request is issued for a Revolving Loan in respect of all of the Revolving Loan Ship Tranches in the Relevant Proportion.



	(c)
	The
Borrowers may not deliver more than six (6) Utilisation Requests per calendar year.



	(d)
	Subject
to clause 6.1(b) (Repayment of Facility), if a Utilisation Request is not provided for a Revolving
Loan under a Revolving Loan Ship Tranche and the Borrowers have not stated that such Revolving Loan will be repaid at the end of the Interest Period applicable to it, the Agent shall (provided that
the Borrowers would not otherwise be restricted from utilising the Revolving Loan Facility and/or that Revolving Loan Ship Tranche) treat that Revolving Loan as a Rollover Loan under that Revolving
Loan Ship Tranche, in which case a Utilisation Request shall be deemed to have been submitted in an amount equal to the amount of such Revolving Loan and with a proposed Interest Period of three
(3) months.


 



	5.3
	Currency and amount



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



	(b)
	The
total amount available and advanced under all of the Revolving Loan Ship Tranches under the Facility, shall, not exceed the lower of:



	(i)
	the
Total Commitments; and



	(ii)
	the
aggregate of the Ship Commitments of all of the Ships.






	(c)
	The
total amount advanced under all of the Revolving Loan Ship Tranches under the facility shall not exceed the amount in dollars which is equal to 75% of the
aggregate of the market values of all Ships as at such Utilisation Date (other than the Utilisation Date of a Rollover Loan) as demonstrated by valuations pursuant to Schedule 3, Part 1
(Conditions precedent to first Utilisation) or, as the case may be, Part 2 (Conditions precedent to each further
Utilisation).



	(d)
	The
Facility shall be sub-divided into five (5) Revolving Loan Ship Tranches, one in relation to each Ship and each one in the maximum amount of the Ship
Commitment for that Ship. 





30







 

	(e)
	A
proposed Revolving Loan specified in a Utilisation Request in relation to a Ship after the first Utilisation Date, must:



	(i)
	be
a minimum of $5,000,000 and integral multiples of $1,000,000;



	(ii)
	not
exceed (when aggregated with the other outstanding Revolving Loans under that Revolving Loan Ship Tranche) the Ship Commitment for that Ship; and



	(iii)
	be
in the Relevant Proportion.






	(f)
	A
Revolving Loan under a Revolving Loan Ship Tranche shall be used for the purpose specified in clause 3
(Purpose) and utilised under the Ship Commitment for the Ship to which that Revolving Loan Ship Tranche relates, namely:



	(i)
	each
Revolving Loan made under Revolving Loan Ship Tranche A shall be made available under the Ship Commitment for Ship A;



	(ii)
	each
Revolving Loan made under Revolving Loan Ship Tranche B shall be made available under the Ship Commitment for Ship B;



	(iii)
	each
Revolving Loan made under Revolving Loan Ship Tranche C shall be made available under the Ship Commitment for Ship C;



	(iv)
	each
Revolving Loan made under Revolving Loan Ship Tranche D shall be made available under the Ship Commitment for Ship D; and



	(v)
	each
Revolving Loan made under Revolving Loan Ship Tranche E shall be made available under the Ship Commitment for Ship E.


 






	5.4
	Lenders' participation



	(a)
	If
the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by providing funds or a copy of an
irrevocable payment order to the Agent no later than 14:00 Oslo time on the Utilisation Date through its Facility Office.



	(b)
	The
amount of each Lender's participation in a Revolving Loan will be equal to the proportion borne by its Commitment to the Total Commitments immediately prior to
making the relevant Revolving Loan.



	(c)
	The
Agent shall promptly notify each Lender of the amount of each Revolving Loan under which it is utilised and, the Revolving Loan Ship Tranche to which it relates
and the amount of its participation in such Revolving Loan, in each case by 16:00 pm (London time) on the sixth Business Day before the proposed Utilisation Date.



	(d)
	The
Agent shall pay all amounts received by it in respect of each Revolving Loan (and its own participation in it, if any) to the Borrowers or for the account of any
of them or to any Existing Indebtedness Lender, in each case in accordance with the instructions contained in the relevant Utilisation Request.


 



	6
	Repayment



	6.1
	Repayment of Facility



	(a)
	The
Borrowers shall repay each Revolving Loan on the last day of its Interest Period.



	(b)
	Without
prejudice to the Borrowers' obligation under paragraph (a) above, if one or more Revolving Loans under a Revolving Loan Ship Tranche are to be made
available to the Borrowers on the same day that a maturing Revolving Loan for that same Revolving Loan 





31







 


Ship
Tranche is due to be repaid by the Borrowers and the proportion borne by each Lender's participation in the maturing Revolving Loan to the amount of that maturing Revolving Loan is the same as
the proportion borne by that Lender's participation in the new Revolving Loans to the aggregate amount of those new Revolving Loans, the aggregate amount of the new Revolving Loans shall be treated as
if applied in or towards repayment of the maturing Revolving Loan, so that: 


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



	(A)
	the
Borrowers will only be required to make a payment under clause 35.1 (Payments to the Agent) in an amount
equal to that excess; and



	(B)
	each
Lender's participation in the new Revolving Loans shall be treated as having been made available and applied by the Borrowers in or towards repayment of that
Lender's participation in the maturing Revolving Loan and that Lender will not be required to make a payment under clause 35.1 (Payments to the
Agent) in respect of its participation in the new Revolving Loans; and






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



	(A)
	the
Borrowers will not be required to make a payment under clause 35.1 (Payments to the Agent); and



	(B)
	each
Lender will be required to make a payment under clause 35.1 (Payments to the Agent) in respect of its
participation in the new Revolving Loans only to the extent that its participation in the new Revolving Loans exceeds that Lender's participation in the maturing Revolving Loan and the remainder of
that Lender's participation in the new Revolving Loans shall be treated as having been made available and applied by the Borrowers in or towards repayment of that Lender's participation in the
maturing Revolving Loan.









	(c)
	On
the Final Reduction Date, the Borrowers shall repay to the Lenders all the Revolving Loans in full.


 



	6.2
	Scheduled reduction of Facility



	(a)
	To
the extent not previously reduced, the Ship Commitment in respect of each Ship shall be reduced by instalments on each Reduction Date in respect of the relevant
Ship by the amount specified in Schedule 8 (Reduction Schedule) (as revised by clause 6.3) (Adjustment of
scheduled reductions), and the Borrowers shall repay the relevant Revolving Loan Ship Tranche by any amount which may be outstanding in excess of the relevant Ship Commitment
(as so reduced) on the date of each such reduction.



	(b)
	On
the Final Reduction Date (without prejudice to any other provision of this Agreement), the Ship Commitments shall be reduced to zero.


 



	6.3
	Adjustment of scheduled reductions



If
the Total Commitments have been partially reduced under this Agreement (but other than under clause 6.2 (Scheduled reduction of Facility)
before any Reduction Date, each Ship Commitment shall be reduced pro rata and the amount of the instalments by which each Ship Commitment shall be reduced shall be pro rata. 



32







 
	7
	Illegality, prepayment and cancellation



	7.1
	Illegality



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


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



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



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


 



	7.2
	Change of Control; delisting



	(a)
	If
there is a Change of Control, the Borrowers shall promptly notify the Agent upon any Obligor becoming aware of a Change of Control occurring.



	(b)
	Upon
becoming notified by any Party of



	(i)
	a
Change of Control in respect of the Parent, GasLog Holdings or GP LLC, the Agent shall, if instructed by the Majority Lenders, by notice to the
Borrowers, cancel the Total Commitments immediately and declare the Revolving Loans to be payable within ten (10) Business Days from the date of such notice. Upon such notice being given, the
Total Commitments shall be forthwith cancelled and the Borrowers shall, within such ten (10) Business Day period, prepay the Revolving Loans in full together with all other amounts owing under
this Agreement or any of the other Finance Documents; and



	(ii)
	a
Change of Control in respect of a Borrower, clause 7.6 (Sale or Total Loss or Change of Control in respect of a
Borrower) shall apply.






	(c)
	If
the Parent ceases to be listed on an Approved Exchange for any reason, without the prior consent of the Majority Lenders, other than as a result of a voluntary
decision to delist taken by the Parent the Borrowers shall notify the Agent of the same upon its occurrence, and the Agent, upon being notified shall, if instructed by the Majority Lenders, cancel the
Total Commitments immediately and declare the Revolving Loans to be payable within ten (10) Business Days from the date of such notice. Upon such notice being given, the Total Commitments shall
be immediately cancelled and the Borrowers shall, within such ten (10) Business Day period, prepay the Revolving Loans in full together with all other amounts owing under this Agreement or any
of the other Finance Documents. 





33








 
	7.3
	Voluntary cancellation



	(a)
	The
Borrowers may, if they give the Agent not less than five (5) Business Days' (or such shorter period as the Majority Lenders may agree) prior written
notice, cancel the whole or any part (being a minimum amount of $5,000,000 and a multiple of $1,000,000) of:



	(i)
	the
Facility which is undrawn at the proposed date of cancellation, such cancellation being applied to reduce the Ship Commitments pro rata and the amount of the
instalments by which each Ship Commitment shall be reduced under clause 6.2 (Scheduled reduction of Facility) being reduced pro rata. Upon any
such cancellation the Total Commitments shall be reduced by the same amount and the relevant Commitments of the Lenders reduced on a pro rata basis; or



	(ii)
	any
Ship Commitment which is undrawn at the proposed date of cancellation, such calculation being applied to reduce that Ship Commitment, with the amount of
Instalments by which that Ship Commitment shall be reduced under clause 6.2 (Scheduled reduction of Facility) being reduced pro rata; or



	(iii)
	any
Ship Commitment in full.






	(b)
	The
Borrowers shall be entitled to cancel the whole or any part of the Available Facility which is then drawn under a Ship Commitment, only if the Borrowers prepay
such amount of the Revolving Loans under the relevant Revolving Loan Ship Tranche as may be necessary to ensure that the outstanding Revolving Loans under such Ship Tranche after such cancellation
will not exceed the then available amount of such Ship Commitment (as so reduced by this clause 7.3).


 



	7.4
	Voluntary prepayment



The
Borrowers may, if they give the Agent not less than five (5) Business Days (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of a
Revolving Loan (but if in part, being a minimum amount of $5,000,000 and a multiple of $1,000,000), on the last day of an Interest Period in respect of the amount to be prepaid (or any other date
subject to payment of any Break Costs).  



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



	(a)
	If:



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



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











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




	(b)
	On
receipt of a notice referred to in clause 7.5(a) above, the Commitments of that Lender shall immediately be reduced to zero and (unless the Commitments of
the relevant Lender are replaced in accordance with clause 7.5(d)) the Total Commitments shall be reduced 



34








 


accordingly.
The Agent shall as soon as practicable after receipt of a notice referred to in clause 7.5(a) above, notify all the Lenders.  



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



	(d)
	The
Borrowers may, in the circumstances set out in clause 7.5(a), on 15 Business Days' prior notice to the Agent and that Lender, replace that Lender by
requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 30 (Changes to the Lenders)
all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrowers which confirms its willingness to
assume and does assume all the obligations of the assigning Lender in accordance with clause 30 (Changes to the Lenders) for a purchase price in
cash payable at the time of the assignment equal to the aggregate of:



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



	(ii)
	all
accrued interest owing to such Lender to the extent that the Agent has not given a notification under clause 30.8 (Pro rata
interest settlement);



	(iii)
	the
Break Costs which would have been payable to such Lender pursuant to clause 10.5 (Break Costs) had the
Borrowers prepaid in full that Lender's participation in the Loans on the date of the assignment; and



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






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



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



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



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



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






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



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



	(h)
	On
the notice referred to in clause 7.5(g) above becoming effective, the undrawn Commitments of the Defaulting Lender shall immediately be reduced to zero and
(unless the Commitments of the relevant Lender are replaced in accordance with 41.5 



35







 


(Replacement of a Defaulting Lender)) the remaining undrawn Ship Commitments shall each be reduced rateably and the Total Commitments shall be reduced
accordingly, and the Agent shall as soon as practicable after receipt of such notice, notify all the Lenders.  




	7.6
	Sale or Total Loss or Change of Control in respect of a Borrower



On
a Mortgaged Ship's Disposal Reduction Date or upon the cancellation in full of a Ship Commitment pursuant to clause 7.3(a)(iii) (Voluntary
cancellation) or upon a Change of Control in respect of a Borrower: 


	(a)
	the
Borrowers shall prepay in full the Revolving Loans relevant to that Ship;



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



	(c)
	the
Borrowers shall prepay such additional part of the other Revolving Loan Ship Tranches as shall ensure that immediately after such prepayment, the Security Value
shall not be less than the higher of:



	(i)
	the
Minimum Value applicable at that time; or



	(ii)
	such
amount as shall ensure that the ratio between the Security Value and the aggregate of the Revolving Loans after such prepayment shall be no lower than such
ratio was immediately prior to such prepayment.


 






	7.7
	Automatic cancellation



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



	7.8
	Restrictions



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



	(b)
	Any
prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.



	(c)
	Unless
a contrary indication appears in this Agreement, any part of the Facility which is drawn under a Ship Commitment for a Ship and is prepaid or repaid may be
re-borrowed under the same Ship Commitment in accordance with the terms of this Agreement. If clause 29.21 (Charters) shall be applicable, no
moneys prepaid may be re-borrowed unless at the relevant time the provisions of clause 29.21(a) or (b) (Charters) have been satisfied in
full.



	(d)
	The
Borrowers shall not repay or prepay all or any part of the Revolving Loans or cancel all or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement.



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





36







 

	(f)
	If
the Agent receives a notice under this clause 7 it shall promptly forward a copy of that notice to either the Borrowers or the affected Lender, as
appropriate.



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



	(h)
	In
all cases where the Total Commitments are partially reduced under this Agreement (other than in relation to a cancellation of all of the Ship Commitment for a
Ship under clause 7.6 (Sale or Total Loss or Change of Control in respect of a Borrower) or where a Borrower has so selected under
clause 7.3 (Voluntary cancellation) or clause 7.4 (Voluntary prepayment), or except where
otherwise expressly specified in this Agreement), the remaining Ship Commitments for all Ships shall be reduced pro rata.



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



	(j)
	Any
prepayment of the Revolving Loans for the account of all the Lenders shall be applied pro rata to each Lender's participation in the Revolving Loans (other than
a prepayment under clause 7.6 (Sale or Total Loss or Change of Control in respect of a Borrower) or where a Borrower has so selected under
clause 7.4 (Voluntary prepayment), where such prepayment will first be applied to the Revolving Loans in relation to the relevant Ship).



	(k)
	If
the Available Facility is reduced in accordance with clause 25.12(a)(ii) (Security shortfall), the
Borrowers shall on the date of such reduction prepay such amount of the Revolving Loans as exceed the Available Facility (as so reduced) and such prepayment shall be applied pro rata as between all of
the Revolving Loans.


 



	7.9
	Mandatory prepayment and cancellation following non-compliance with Sanctions



If
the Borrowers or any Obligor is at any time not in compliance with the provisions of clause 21.11 (Sanctions) or at any time when a
representation made or repeated under clause 18.32 (Sanctions) is not true, correct or accurate, then, without prejudice to any other rights of
the Finance Parties under this Agreement and the other Finance Documents: 


	(a)
	the
Commitment of each Lender will be immediately cancelled; and



	(b)
	the
Borrowers shall repay each Lender's participation in the Revolving Loans on the earlier of (i) the date falling ten (10) Business Days after the
Agent notifies the Borrowers of such non-compliance and (ii) the date falling ten (10) Business Days after the Borrowers become aware of such non-compliance and (iii) the last day
of the Interest Period falling after the said non-compliance has occurred.


 



	8
	Interest



	8.1
	Calculation of interest



The
rate of interest on each Revolving Loan for its Interest Period is the percentage rate per annum which is the aggregate of the applicable: 


	(a)
	Margin;
and



	(b)
	LIBOR.




37







 
	8.2
	Payment of interest



The
Borrowers shall pay accrued interest on each Revolving Loan on the last day of each Interest Period for that Revolving Loan (and, if an Interest Period is longer than three months, on the dates
falling at three monthly intervals after the first day of that Interest Period).  



	8.3
	Default interest



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



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



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



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






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


 



	8.4
	Notification of rates of interest



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



	9
	9         Interest Periods



	9.1
	Interest Periods



	(a)
	Subject
to this clause 9, the Interest Period for a Revolving Loan shall be three (3) months, unless otherwise agreed by the Borrowers and all Lenders. No
Interest Period for any Revolving Loan shall extend beyond the Final Reduction Date.



	(b)
	Notwithstanding
clause 9.1(a) above, the Interest Period for a Revolving Loan shall start on its Utilisation Date and end on the immediately following
Reduction Date, unless otherwise agreed by the Borrowers and all Lenders. A Revolving Loan has one Interest Period only.



	(c)
	All
Revolving Loans of a Revolving Loan Ship Tranche that have the same Interest Period shall be consolidated with each other on the first day of the relevant
Interest Period. 





38







 
	9.2
	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
	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,



	(iii)
	there
shall be no LIBOR for that Interest Period and clause 10.3 (Cost of funds) shall apply for that
Interest Period.


 






	10.2
	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 aggregate participations in a Revolving Loan exceed
50 per cent of that Revolving Loan) that the cost to it of funding its participation in that Revolving Loan or relevant part of it from whatever source it may reasonably select would be in
excess of LIBOR then clause 10.3 (Cost of funds) shall apply to that Revolving Loan or relevant part of it for the relevant Interest Period. 



	10.3
	Cost of funds



	(a)
	If
this clause 10.3 applies, the rate of interest on each Lender's share of that Revolving Loan or relevant part of it for the Interest Period shall be the
percentage rate per annum which is the sum of:



	(i)
	the
applicable Margin; and



	(ii)
	the
rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling ten (10) Business Days after
the Quotation Day (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 that Revolving Loan or relevant part of it from whatever source it may reasonably select.






	(b)
	If
this clause 10.3 applies and the Agent or the Parent so requires, the Agent and the Parent 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. If a substitute basis for determining the rate of interest is not agreed, paragraph (a) shall
apply.



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





39













 







































	(d)
	If
this clause 10.3 applies pursuant to clause 10.2 (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 a Revolving Loan for that Interest Period shall be deemed, for the purposes of
paragraph (a) above, to be LIBOR.


 



	10.4
	Notification to Parent



If
clause 10.3 (Cost of funds) applies, the Agent shall, as soon as is practicable, notify the Parent.  



	10.5
	Break Costs



	(a)
	The
Borrowers shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of
a Revolving Loan or Unpaid Sum being paid by the Borrowers (or, if relevant, any Group Member) on a day other than the last day of an Interest Period for that Revolving Loan or Unpaid Sum or relevant
part of it.



	(b)
	Each
Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest
Period in which they accrue.


 



	11
	Fees



	11.1
	Commitment fee



	(a)
	The
Borrowers shall pay to the Agent (on behalf of the Lenders) a fee in dollars computed at the rate of 0.70% per annum on the undrawn and uncancelled portion of
that Lender's Commitments under the Facility, calculated on a daily basis from the date of this Agreement (start date).



	(b)
	The
Borrowers shall pay the accrued commitment fee referred to in paragraph (a) above in respect of the Facility on each 30 June and 31 December
of each calendar year, on the Last Availability Date in respect of the Facility and, if cancelled, on the cancelled amount of the relevant Lender's Commitments under the Facility at the time the
cancellation is effective.



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


 



	11.2
	Drawdown fee



The
Borrowers shall pay to the Agent (on behalf of the Lenders) a fee in dollars of 0.15% of the amount of each Utilisation (other than the first Utilisation of each Revolving Loan Ship Tranche). 



	11.3
	Other fees



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



40







 
	12
	Tax gross-up and indemnities



	12.1
	Definitions



	(a)
	In this Agreement: 








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


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




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


 



	12.2
	Tax gross-up



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



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



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



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



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


 



	12.3
	Tax indemnity



	(a)
	Each
Obligor shall (within three (3) 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. 





41







 

	(b)
	Clause 12.3(a)
above shall not apply:



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



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



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













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




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



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



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






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



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


 



	12.4
	Indemnities on after Tax basis



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



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


 



	12.5
	FATCA Information



	(a)
	Subject
to clause 12.5(c) below, each Party shall, within ten Business Days of a reasonable request by another Party:



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



	(A)
	a
FATCA Exempt Party; or 











42







 



	(B)
	not
a FATCA Exempt Party;






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



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






	(b)
	If
a Party confirms to another Party pursuant to clause 12.5(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or
has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.



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



	(i)
	any
law or regulation;



	(ii)
	any
fiduciary duty; or



	(iii)
	any
duty of confidentiality.






	(d)
	If
a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with
clause 12.5(a)(i) or clause 12.5(a)(ii) above (including, for the avoidance of doubt, where clause 12.5(c) above applies), then such Party shall be treated for the purposes of the
Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other
information.



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



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



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



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



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









supply
to the Agent: 


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



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







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



	(g)
	If
any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is
or becomes 



43







 


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



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


 



	12.6
	FATCA Deduction



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



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


 



	12.7
	Stamp taxes



The
Borrowers shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Finance Document provided that this clause 12.7 shall not apply in respect of any such stamp duty or Tax which is payable in
respect of an assignment or transfer by a Finance Party of any of its rights and/or obligations under any Finance Document, except as such assignment or transfer is required by the terms of the
Finance Documents, in terms of which this clause 12.7 shall apply in any event.  



	12.8
	Value added tax



	(a)
	All
amounts set out, or expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for
any supply for supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause 12.8(b) below, if VAT is
or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document, that party shall pay to the Finance Party (in addition to and at the same time as paying any other
consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such party).



	(b)
	If
VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party
(the Recipient) under a Finance Document, and any party to a Finance Document other than the Recipient (the Subject
Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the 





44







 


Supplier
(rather than being required to reimburse or indemnify the Recipient in respect of that consideration): 


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



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






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



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



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


 



	12.9
	Tax Credit



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


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



	(b)
	that
Finance Party has obtained and utilised that Tax Credit in whole or in part, 




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



45







 
	13
	13       Increased Costs



	13.1
	Increased Costs



	(a)
	Subject
to clause 13.3 (Exceptions), the Borrowers shall, within three (3) Business Days of a demand by
the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:



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



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






	(b)
	In
this Agreement Increased Costs means:



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



	(ii)
	an
additional or increased cost; or



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









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



	13.2
	Increased Cost claims



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



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


 



	13.3
	Exceptions



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



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



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



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



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






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





46







 
	14
	Other indemnities



	14.1
	Currency indemnity



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



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



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











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




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


 



	14.2
	Other indemnities



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



	(i)
	the
occurrence of any Event of Default;



	(ii)
	a
failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of
clause 34 (Sharing among the Finance Parties);



	(iii)
	funding,
or making arrangements to fund, its participation in a Revolving 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 default or negligence by that Finance Party alone);



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






	(b)
	The
Borrowers shall (or shall procure that another Obligor will), within three (3) Business Days of demand by an Indemnified Person, indemnify each
Indemnified Person against any and all Losses, joint or several that may be incurred by or asserted or awarded against any Indemnified Person, in each case arising out of or in connection with or
relating to any claim investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to this Agreement (or the transactions
contemplated hereby) or any use made or proposed to be made with the proceeds of any Facility (including an Environmental Claim made or asserted against such Indemnified Person if such Environmental
Claim would not have been, or been capable of being, made or asserted against such Indemnified Person if the Finance Parties had not entered into any of the Finance Documents and/or exercised any of
their rights, powers and discretions thereby conferred and/or performed any of their obligations thereunder and/or been 





47







 


involved
in any of the transactions contemplated by the Finance Documents). This indemnity shall apply whether or not such claims, investigation, litigation or proceedings is brought by any Obligor,
any other Group Member, any of their member(s) or (as the case may be) shareholders, their Affiliates, or creditors, or an Indemnified Person or any other person, or an Indemnified Person is otherwise
a party
thereto, except to the extent such Losses are found in a final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Person's gross negligence or wilful
default. Each Indemnified Person may enforce and enjoy the benefit of this clause 14.2 under the Third Parties Act.  




	14.3
	Indemnity to the Agent and Security Agent



The
Borrowers shall promptly indemnify the Agent and Security Agent against: 


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



	(i)
	without
prejudice to clause 32.7(b)(i) as extended to the Security Agent by clause 32.21 (Application of certain clauses to
Security Agent), investigating any event which it reasonably believes is a Default;



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



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



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






	(b)
	any
cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent or the Security Agent
(otherwise than by reason of the Agent's or the Security Agent's gross negligence or wilful default) (or, in the case of any cost, loss or liability pursuant to clause 35.11
(Disruption to Payment Systems etc.) notwithstanding the Agent's or the Security Agent's negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent in acting as Agent or the Security Agent under the Finance Documents).


 



	14.4
	Indemnity concerning security



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



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



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



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



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








48







 


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



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






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


 



	14.5
	Continuation of indemnities



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



	14.6
	Third Parties Act



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



	14.7
	Interest



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



	14.8
	Exclusion of liability



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



	14.9
	Fax and email indemnity



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



49









 






































	14.10
	Waiver



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



	15
	Mitigation by the Lenders



	15.1
	Mitigation



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



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


 



	15.2
	Limitation of liability



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



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


 



	16
	Costs and expenses



	16.1
	Transaction expenses



The
Borrowers shall promptly within five (5) 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 insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver or Delegate) in connection with the negotiation, preparation, printing,
execution, syndication, registration and perfection and any release, discharge or reassignment of: 


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



	(b)
	any
other Finance Documents executed or proposed to be executed after the date of this Agreement including any document executed to provide additional security under
clause 25 (Minimum security value); or



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



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



	16.2
	Amendment costs



If
an Obligor requests an amendment, waiver or consent, the Borrowers shall, within five (5) Business Days of demand by the Agent, reimburse the Agent for the amount of all costs and 



50







 

expenses
(including fees, costs and expenses of legal advisers and (subject to clause 24.17 (Independent report) insurance and other consultants
and advisers) reasonably incurred by the Agent or the Security Agent (and by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement. 



	16.3
	Valuations and inspection costs



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


	(a)
	any
valuation carried out under clause 25 (Minimum security value) at the times provided in such clauses that
the relevant costs must be borne by the Borrowers; or



	(b)
	any
inspection carried out under clause 23.8 (Inspection and notice of drydockings) or any survey carried out
under clause 23.16 (Survey report).


 



	16.4
	Enforcement and preservation costs



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



	17
	Guarantee and indemnity



	17.1
	Guarantee and indemnity



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


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



	(b)
	undertakes
with the Security Agent (as trustee for the Finance Parties) and the other Finance Parties that whenever another Obligor does not pay any amount when due
under or in connection with any Finance Document, it shall immediately on demand pay that amount as if it was the principal obligor; and



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



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



	(B)
	by
operation of law, 









51







 


	

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



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



	

	The
amount payable by a Guarantor under this indemnity:



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



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






	

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



	

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


 




	17.2
	Continuing guarantee



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



	17.3
	Reinstatement



If
any payment is made by an Obligor, or any discharge, release or arrangement is given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those 



52







 

obligations
or otherwise) in whole or in part on the basis of any payment, security or other disposition, and the same is avoided or reduced or must be restored in, or as a result of, insolvency,
liquidation, administration or any other similar event or otherwise, then: 


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



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


 



	17.4
	Waiver of defences



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


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



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



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



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



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



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



	(vii)
	any
law of regulation of any jurisdiction or any other event affecting any term of the guaranteed obligations;



	(viii)
	any
other circumstance that might constitute a defense of the Guarantor; or



	(ix)
	any
insolvency or similar proceedings.


 



	17.5
	Immediate recourse



Each
Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment
from any person before claiming from that Guarantor under this clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 



53







 
	17.6
	Appropriations



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


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



	(b)
	hold
in an interest-bearing suspense account any moneys received from any Guarantor or on account of a Guarantor's liability under this clause 17.


 



	17.7
	Deferral of Guarantors' rights



Until
all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no
Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under
this clause 17: 


	(a)
	to
be indemnified or reimbursed by another Obligor;



	(b)
	to
claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;



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



	(d)
	to
bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which that Guarantor has given a
guarantee, undertaking or indemnity under clause 17 (Guarantee and indemnity);



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



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



	

	If
a Guarantor receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application
in accordance with clause 35 (Payment mechanics). This only applies until all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full.


 



	17.8
	Additional security



This
guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.  



	17.9
	Guarantors' rights and obligations



	(a)
	The
obligations of each Guarantor under the Guarantee and under this Agreement are joint and several. Failure by a Guarantor to perform its obligations under the
Guarantee and/or this Agreement shall constitute a failure by all of the Guarantors. 





54







 

	(b)
	Each
Guarantor irrevocably and unconditionally jointly and severally with the other Guarantor:



	(i)
	agrees
that it is responsible for the performance of the obligations of the other Guarantor under the Guarantee and this Agreement;



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



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






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


 



	18
	Representations



Each
Obligor makes and repeats the representations and warranties set out in this clause 18 to each Finance Party at the times specified in clause 18.33 (Times
when representations are made).  



	18.1
	Status



	(a)
	Each
Obligor and each Manager is duly incorporated and validly existing or established under the laws of the jurisdiction of its incorporation or establishment as a
limited liability company or corporation or limited partnership (as the case may be) and has no centre of main interests, permanent establishment or place of business outside the jurisdiction in which
it is incorporated (save as notified to the Agent) and is in compliance with its Constitutional Documents.



	(b)
	Each
Obligor and each Manager has power and authority to carry on its business as it is now being conducted and to own its property and other assets.


 



	18.2
	Binding obligations



Subject
to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document and any Charter 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.  



	18.3
	Power and authority



	(a)
	Each
Obligor has, or will have when entered into by it, power to enter into, perform and deliver and comply with its obligations under, and has taken, or will take
when entered 





55







 


into
by it, all necessary action to authorise its entry into, each Finance Document and any Charter Document to which it is, or is to be a party and each of the transactions contemplated by those
documents.  



	(b)
	No
limitation on any Obligor's powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any
Finance Document or any Charter Document to which such Obligor is, or is to be, a party.


 



	18.4
	Non-conflict



The
entry into and performance by each Obligor and any Manager of, and the transactions contemplated by the Finance Documents and the Charter Documents and the granting of the Security Interests
purported to be created by the Security Documents do not and will not conflict with: 


	(a)
	any
law or regulation applicable to any Obligor or any Manager;



	(b)
	the
Constitutional Documents of any Obligor or any Manager; or



	(c)
	any
agreement or other instrument binding upon any Obligor or any Manager or its assets, 




or
constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Maritime Lien or under
a Security Document) on any such Obligor's or such Manager's assets, rights or revenues.  



	18.5
	Validity and admissibility in evidence



	(a)
	All
authorisations required:



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



	(ii)
	to
make each Finance Document and any Charter Document to which it is a party admissible in evidence in its Relevant Jurisdiction; and



	(iii)
	to
ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them,






	

	have
been obtained or effected or (as the case may be) will be obtained or effected when entered into, and are, or (as the case may be) will be when
entered into, in full force and effect except any authorisation or filing referred to in clause 18.12 (No filing or stamp taxes), which
authorisation or filing will be promptly obtained or effected within any applicable period.



	(b)
	All
authorisations necessary for the conduct of the business, trade and ordinary activities of each Obligor and each Manager have been obtained or effected and are
in full force and effect if failure to obtain or effect those authorisations might have a Material Adverse Effect.


 



	18.6
	Governing law and enforcement



	(a)
	Subject
to any relevant Legal Reservations, the choice of English law or any other applicable law as the governing law of any Finance Document and any Charter
Document will be recognised and enforced in each Obligor's Relevant Jurisdictions. 





56







 

	(b)
	Subject
to any relevant Legal Reservations, any judgment obtained in England in relation to an Obligor will be recognised and enforced in each Obligor's Relevant
Jurisdictions.


 



	18.7
	Information



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



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



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



	(d)
	All
opinions, projections, forecasts or expressions of intention contained in the Information and the assumptions on which they are based were believed to be fair by
the person who provided that Information as at the date it was given or made.



	(e)
	For
the purposes of this clause 18.7, Information means: any material, factual information provided by or on
behalf of any Obligor in writing to any of the Finance Parties in connection with the Finance Documents or the Charter Documents or the transactions referred to in them (including that contained in
any information memorandum).


 



	18.8
	Original Financial Statements



	(a)
	The
Original Financial Statements were prepared in accordance with GAAP consistently applied.



	(b)
	The
Original Financial Statements give a true and fair view of the financial condition and results of operations of the relevant Obligors and the Group (consolidated
in the case of the Group and the Guarantors) during the relevant financial year.



	(c)
	There
has been no change in the assets, business or financial condition or operations of any of the Obligors or the Group taken as a whole since the date of the
latest Financial Statements delivered under this Agreement to the Finance Parties which has had or might reasonably be expected to have a Material Adverse Effect.


 



	18.9
	Pari passu ranking



Each
Obligor's payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment
obligations, except for obligations mandatorily preferred by law applying to companies generally.  



	18.10
	Ranking and effectiveness of security



Subject
to the Legal Reservations and any filing, registration or notice requirements which is referred to in any legal opinion delivered to the Security Agent and the Agent under clause 4.1
(Conditions precedent to first Utilisation and to each further Utilisation), 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. 



57







 
	18.11
	No insolvency



No
corporate action, legal proceeding or other procedure or step described in clause 29.9 (Insolvency proceedings) or creditors' process
described in clause 29.10 (Creditors' process) has been taken or, to the knowledge of any Obligor or any Manager threatened in relation to an
Obligor or a Manager or a Subsidiary of an Obligor or a Manager and none of the circumstances described in clause 29.8 (Insolvency) applies to an
Obligor or a Manager or a Subsidiary of an Obligor or a Manager.  



	18.12
	No filing or stamp taxes



Under
the laws of each Obligor's Relevant Jurisdictions it is not necessary that any Finance Document or any Charter Document to which it is, or is to be, party be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance Document or any Charter Document or the
transactions contemplated by the Finance Documents or the Charter Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document or any Charter
Document which is referred to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Finance Document or Charter Document.  



	18.13
	Tax



No
Obligor is required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to which it is, or is to be, a party and no other party is required to
make any such deduction from any payment it may make under any, Charter Document.  



	18.14
	No Default



	(a)
	No
Default is continuing or is reasonably likely expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction
contemplated by, any Finance Document or any Charter Document.



	(b)
	No
other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any
combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any Obligor or any Manager or to
which any Obligor's or any Manager's assets are subject, which have had or might reasonably be expected to have a Material Adverse Effect.



	(c)
	No
other events, conditions, facts or circumstances exist or have arisen or occurred since 31 December 2017, which have had or might reasonably be expected to
have a Material Adverse Effect.


 



	18.15
	No proceedings pending or threatened



No
litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency (including, without limitation, investigative proceedings) which, if
adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of any Obligor's or Manager's knowledge and belief) been started or threatened against any
Obligor or any Manager or any Subsidiary of an Obligor. 



58







 
	18.16
	No breach of laws



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



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


 



	18.17
	Environmental matters



	(a)
	No
Environmental Law applicable to any Fleet Vessel and/or any Obligor or any Manager or any Subsidiary of an Obligor has been violated in a manner or circumstances
which might reasonably be expected to have, a Material Adverse Effect.



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



	(c)
	No
Environmental Claim has been made or is pending against any Obligor or any Manager or any Subsidiary of an Obligor or any Fleet Vessel where that claim might
reasonably be expected to have a Material Adverse Effect and there has been no Environmental Incident which has given, or might give, rise to such a claim.


 



	18.18
	Tax compliance



	(a)
	No
Obligor or Manager or any Subsidiary of an Obligor is materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of
Tax.



	(b)
	No
claims or investigations are being made or conducted against any Obligor or any Manager or any Subsidiary of an Obligor with respect to Taxes such that a
liability of, or claim against, any Obligor or any Manager or any Subsidiary of an Obligor is reasonably likely to arise for an amount for which adequate reserves have not been provided in the
Original Financial Statements and which might reasonably be expected to have a Material Adverse Effect.



	(c)
	Except
as advised in writing to the Agent prior to the date of this Agreement, each Obligor and each Manager is resident for Tax purposes only in the jurisdiction of
its incorporation.


 



	18.19
	Anti-corruption law



Each
Group Member has conducted its businesses in compliance with applicable anti-corruption and anti-bribery laws and has instituted and maintained policies and procedures designed to promote and
achieve compliance with such laws.  



	18.20
	Security and Financial Indebtedness



	(a)
	No
Security Interest exists over all or any of the present or future assets of any Borrower in breach of this Agreement, other than Permitted Security Interests.



	(b)
	No
Borrower has any Financial Indebtedness outstanding in breach of this Agreement. 





59













 






































	18.21
	Ownership of assets



Each
Obligor is or, on the date the Security Documents to which it is a party are entered into, will be, the sole legal and beneficial owner of the respective assets over which it purports to grant a
Security Interest under the Security Documents, to which it is a party.  



	18.22
	Shares



The
shares of each Owner are fully paid and not subject to any option to purchase or similar rights. The Constitutional Documents of each Owner do not and could not restrict or inhibit any transfer of
those shares on creation or enforcement of the Security Documents. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or
allotment of, any share or loan capital of each Owner (including any option or right of pre-emption or conversion).  



	18.23
	Accounting Reference Date



The
financial year-end of each Obligor is the Accounting Reference Date.  



	18.24
	No adverse consequences



	(a)
	It
is not necessary under the laws of the Relevant Jurisdictions of any Obligor:



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



	(ii)
	by
reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is, or is to be, a
party,






	

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



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


 



	18.25
	Copies of documents



The
copies of the Charter Documents and the Constitutional Documents of the Obligors delivered to the Agent under clause 4 (Conditions of
Utilisation) will, as at their delivery dates, be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such
delivery and no other agreements or arrangements exist between any of the parties to any Charter Document 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.  



	18.26
	No breach of any Charter Document



No
Obligor nor (so far as the Obligors 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. 



60







 
	18.27
	No immunity



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



	18.28
	Ship status



	(a)
	Each
Ship will on the first day of the relevant Mortgage Period be:



	(b)
	registered
in the name of the relevant Owner through the relevant Registry as a registered ship under the laws and flag of the relevant Flag State;



	(c)
	operationally
seaworthy and in every way fit for service;



	(d)
	classed
with the relevant Classification with the highest class free of all requirements and recommendations of the relevant Classification Society; and



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


 



	18.29
	Ship's employment



	(a)
	On
the first day of its Mortgage Period each Ship other than Ship A:



	(i)
	has
been delivered, and accepted for service, under its Charter; and



	(ii)
	is
free of any other charter commitment which, if entered into after that date, would require approval under the Finance Documents (except in the case of Ship A and
only in respect of any Cool Pool Arrangements to which such Ship is subject and which are hereby approved).






	(b)
	Ship
A has been delivered for service under the Cool Pool Arrangements.


 



	18.30
	Address commission



Save
for any brokerage fees paid to Poten & Partners Inc. and Abacus Energy Enterprises Ltd., there are no rebates, commissions or other payments in connection with any Charter
other than those referred to in it.  



	18.31
	Money Laundering



In
relation to the borrowing by each Borrower of the Revolving Loans, the performance and discharge of its obligations and liabilities under the Finance Documents, and the transactions and other
arrangements effected or contemplated by the Finance Documents to which each Borrower is a party, each Borrower confirms (a) that it is acting for its own account; (b) that it will use
the proceeds of the Revolving Loans for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement and (c) that the foregoing will not involve
or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat Money Laundering (as defined in clause 21.14
(Bribery and corruption)).  



	18.32
	Sanctions



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



	(b)
	No
Obligor, nor any of their respective directors or officers:



	(i)
	is
a Prohibited Person; 








61







 


	(ii)
	is
subject to or the target of any action by any regulatory or enforcement authority or third party in relation to any Sanctions of any Sanctions Authority;



	(iii)
	is
owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person (it being understood that, chartering activity
with a charterer that is a Prohibited Person shall not constitute "acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person", where such chartering activity is not in
breach of Sanctions);



	(iv)
	owns
or controls a Prohibited Person;



	(v)
	is
located or resident in, organised or incorporated under the laws of, a country or territory subject to country-wide or territory-wide Sanctions;



	(vi)
	is
in breach of Sanctions; or



	(vii)
	has
received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.






	(c)
	Any
capitalised terms referred to in paragraphs (a) and (b) above shall have the meanings given to them in clause 21.11
(Sanctions).


 



	18.33
	Times when representations are made



	(a)
	All
of the representations and warranties set out in this clause 18 (other than Ship Representations) are deemed to be made on the date of this Agreement.



	(b)
	The
Repeating Representations are also deemed to be made and repeated on the dates of each Utilisation Request, each Utilisation Date, the date of issuance of each
Compliance Certificate and the first day of each Interest Period and, in the case of the representation in clause 18.7 (Information), on the date
of primary syndication of the Facility.



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



	(d)
	Each
representation or warranty deemed to be made and repeated after the date of this Agreement shall be deemed to be made by reference to the facts and
circumstances then existing at the date the representation or warranty is deemed to be made.


 



	19
	Information undertakings



Each
Obligor undertakes that this clause 19 will be complied with throughout the Facility Period. 


In
this clause 19: 



Annual Financial Statements means each of the financial statements for a financial year of the Group the Borrowers and the Guarantors, respectively,
delivered pursuant to clause 19.1 (Financial statements). 


Semi-Annual Financial Statements means each of the financial statements for a financial half-year to 30 June of the relevant year of the Group or
GasLog Holdings, respectively, delivered pursuant to clause 19.1 (Financial statements). 



62







 
	19.1
	Financial statements



	(a)
	The
Obligors shall supply to the Agent or, as the case may be, shall procure that the Agent is supplied with (and the Agent shall supply to each Lender), as soon as
the same become available, but in any event within 150 days after the end of the relevant financial years:



	(i)
	the
audited consolidated financial statements of the Group for that financial year; and



	(ii)
	the
unaudited financial statements (consolidated if appropriate) of each of the Borrowers and GasLog Holdings for that financial year.






	(b)
	The
Obligors shall supply to the Agent or, as the case may be, shall procure that the Agent is supplied with, as soon as the same become available, but in any event
within 120 days after the end of each half year to 30 June of the relevant financial year, the unaudited financial statements of the Group and GasLog Holdings for that financial half
year (consolidated in the case of the Group only).



	(c)
	The
Borrowers shall also supply to the Agent prior to each financial year budget and cashflow projections for the Borrowers and the Guarantors for such financial
year.


 



	19.2
	Provision and contents of Compliance Certificate and valuations



	(a)
	The
Obligors shall supply to the Agent (and the Agent shall supply to each Lender):



	(i)
	with
each set of audited Annual Financial Statements for the Group and unaudited Semi-Annual Financial Statements for the Group, a Compliance Certificate;



	(ii)
	with
each set of audited Annual Financial Statements for the Group and unaudited Semi-Annual Financial Statements for the Group, valuations of each Mortgaged Ship,
each made in accordance with clause 25 (Minimum security value) and showing the value of each such Mortgaged Ship.






	(b)
	Each
Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 20.2
(Financial condition).



	(c)
	Each
Compliance Certificate shall be signed by chief executive officer of the Parent or by the chief financial officer of the Parent or, in their absence, by any
other director of the Parent.


 



	19.3
	Requirements as to financial statements



	(a)
	The
Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial
statements) includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition, each set of Annual Financial Statements of the Group shall be
audited by the Auditors.



	(b)
	Each
set of financial statements delivered pursuant to clause 19.1 (Financial statements)
shall:



	(i)
	in
the case only of the Parent, be prepared in accordance with GAAP;



	(ii)
	give
a true and fair view of (in the case of audited annual financial statements for any financial year), or fairly represent (in other cases), the financial
condition and operations of the Group or (as the case may be) the relevant Obligor, as at the date as at which those financial statements were drawn up; and 








63







 


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






	(c)
	The
Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial
statements) shall be in the case of the Parent, prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of
the Original Financial Statements, unless, in relation to any set of financial statements, the Borrowers notify the Agent that there has been a change in GAAP or the accounting practices and the
Auditors deliver to the Agent:



	(i)
	a
description of any change necessary for those financial statements to reflect the GAAP or accounting practices and reference periods upon which corresponding
Original Financial Statements were prepared; and



	(ii)
	sufficient
information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20
(Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements
and the Original Financial Statements.






	

	Any
reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the
basis upon which the Original Financial Statements were prepared.


 



	19.4
	Year-end



	(a)
	The
Borrowers shall procure that each financial year-end of each Obligor falls on the Accounting Reference Date.



	(b)
	The
Borrowers shall procure that each accounting period ends on an accounting date.


 



	19.5
	Information: miscellaneous



The
Borrowers shall supply to the Agent (and the Agent shall supply to each Lender): 


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



	(b)
	promptly
upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings (including investigative proceedings) which are
current, threatened or pending against any Obligor or any Manager, and which, if adversely determined, might reasonably be expected to have a Material Adverse Effect;



	(c)
	promptly
upon becoming aware of them, the details of any material claims, investigations or other proceedings relating to Sanctions which are pending against any
Group Member;



	(d)
	promptly,
such information as the Agent may reasonably require about the Charged Property and compliance of the Obligors with the terms of any Security Documents;
and



	(e)
	promptly
on request, such further information regarding the financial condition, assets and operations of the Obligors as any Finance Party through the Agent may
reasonably request from time to time,






	

	provided
that, in the case of (a) to (e) above, the supply of such information would not result in the breach of any confidentiality
undertakings granted by the Obligors or Managers to third parties from time to time. 


64







 
	19.6
	Notification of Default



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



	19.7
	Sufficient copies



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



	19.8
	Use of websites



	(a)
	The
Borrowers may satisfy their obligation under this Agreement to deliver any information in relation to those Lenders (the Website
Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Agent (the  Designated Website) if:



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



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



	(iii)
	the
information is in a format previously agreed between the Borrowers and the Agent. 









If
any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Agent shall notify the Borrowers accordingly
and the Borrowers shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrowers shall supply the Agent with at least one copy in
paper form of any information required to be provided by it.  


	(b)
	The
Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that
website by the Borrowers and the Agent.



	(c)
	The
Borrowers shall promptly upon any of them becoming aware of its occurrence notify the Agent (and the Agent shall notify each Lender) if:



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



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



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



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



	(v)
	any
Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or
similar software.






	

	If
the Borrowers notify the Agent under paragraphs 19.8(c)(i) or (v) above, all information to be provided by the Borrowers under this
Agreement after the date of that notice shall 



65







 


be
supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.  



	(d)
	Any
Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated
Website. The Borrowers shall comply with any such request within ten Business Days.


 



	19.9
	"Know your customer" checks



	(a)
	If:



	(i)
	the
introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;



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



	(iii)
	a
proposed assignment by a Lender of any of its rights under this Agreement to a party that is not already a Lender prior to such assignment,






	

	obliges
the Agent, the Security Agent or any Lender (or, in the case of paragraph 19.9(a)(iii) above, any prospective new Lender or the Security
Agent) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it (or at any other time reasonably
required by a Lender), each Obligor shall as soon as reasonably possible after the request of the Agent or the Security Agent or any Lender supply, or procure the supply of, such documentation and
other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or the Security Agent) or any Lender or the Security Agent (for itself or, in the case of the event
described in paragraph 19.9(a)(iii) above, on behalf of any prospective new Lender or the Security Agent) in order for the Agent, the Security Agent or such Lender or, in the case of the event
described in paragraph 19.9(a)(iii) above, any prospective new Lender to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.



	(b)
	Each
Finance Party shall promptly upon the request of the Agent or the Security Agent supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Agent or the Security Agent (for itself) in order for it to carry out and be satisfied with the results of all necessary "know your customer" or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.


 



	19.10
	Money Laundering



The
Borrowers will: 


	(a)
	provide
the Agent (and the Agent shall provide each Lender) with information, certificates and any documents required by the Agent or any other Finance Party to
ensure compliance with any law official requirement or other regulatory measure or procedure implemented to combat Money Laundering (as defined in clause 21.14 (Bribery
and corruption)) throughout the Facility Period; and



	(b)
	notify
the Agent (and the Agent shall notify each Lender) as soon as it becomes aware of any matters evidencing that a breach of any law official requirement or
other regulatory measure or procedure implemented to combat Money Laundering (as defined in clause 21.14 (Bribery and corruption) may or is about
to occur or that the person(s) who 



66







 


have
or will receive the commercial benefit of this Agreement have changed from the date hereof.  




	19.11
	Liquidity



The
Obligors shall procure that there are maintained, at all times throughout the Mortgage Period of each Ship, in the Earnings Account of the Owner of that Ship, minimum cash balances of no less than
$1,500,000 (namely, at all times $1,500,000 per Mortgaged Ship).  



	20
	Financial covenants



Each
Obligor undertakes that this clause 20 will be complied with throughout the Facility Period.  



	20.1
	Financial definitions



In
this clause 20: 


Cash and Cash Equivalents means cash and cash equivalents and short term, investments as set forth in the Financial Statements of the Group which are
readily convertible into known amounts of cash with original maturities of six (6) months or less, but excluding, for the avoidance of doubt, in each case cash and amounts set forth as
restricted cash in the Financial Statements of the Group. 


Financial Statements means any of the Annual Financial Statements and the Semi-Annual Financial Statements of the Group referred to and defined as such
in clause 19.1 (Financial statements). 


Free Liquidity means the aggregate of: 


	(a)
	Cash
and Cash Equivalents; and



	(b)
	amounts
immediately available for drawing under committed revolving credit facilities, or other credit facilities for working capital purposes of the Group with
remaining maturities of no less than (6) six months, made available by financial institutions (which, for avoidance of doubt, shall not include lines of credit provided by Affiliates of the
Obligors), (provided that the relevant borrowing entity would meet the conditions precedent to which any such drawing is subject under the relevant credit facility and such drawing would not result in
an event of default (as such term is defined therein) occurring under any other credit facility of the Group); and



	(c)
	provided
there is no Event of Default that is continuing, minimum cash balances standing to the credit of the Earnings Accounts as provided in clause 19.11. 




Maximum Leverage means, at any time, the figure calculated using the following formula: 

 

 
 
 


					
	Maximum Leverage	 	=	 	 Total Indebtedness






 Total Assets




 

 
Total Assets means, at any time, the amount of total assets of the Group on a consolidated basis as determined in accordance with GAAP and shown in the
then most recent Financial Statements and calculated in the same manner as shown in the Original Financial Statements of the Group. 



Total Indebtedness means, at any time, the aggregate Financial Indebtedness (on a consolidated basis) of the Group as shown in the then most recent
Financial Statements. 



67









 







































	20.2
	Financial condition



	(a)
	Leverage: Maximum Leverage shall be less than 65%; and



	(b)
	Free Liquidity: Free Liquidity shall be at least $45,000,000.


 



	20.3
	Financial testing



The
financial covenants set out in clause 20.2 (Financial condition) shall be calculated in accordance with GAAP on a consolidated basis and
tested upon receipt of the Annual Financial Statements and Semi-Annual Financial Statements of the Group by reference to the same and to each Compliance Certificate delivered pursuant to
clause 19.2 (Provision and contents of Compliance Certificate and valuations) together with such statements. 




21       General undertakings  



Each
Obligor undertakes with each Finance Party that this clause 21 will be complied with throughout the Facility Period, except that the undertakings in clause 21.11
(Sanctions).  



	21.1
	Use of proceeds



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



	21.2
	Authorisations



Each
Obligor will promptly (and in connection with any Finance Document, as soon as such Finance Document is entered into): 


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



	(b)
	supply
certified copies to the Agent of, 




any
authorisation required under any law or regulation of a Relevant Jurisdiction to: 



	(i)
	enable
it to perform its obligations under the Finance Documents and the Charter Documents;



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



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


 




	21.3
	Compliance with laws



Each
Obligor and each Manager will comply in all respects with all laws and regulations (including Environmental Laws) to which it may be subject where failure to do so has, or might reasonably be
expected to have, a Material Adverse Effect.  



	21.4
	Tax Compliance



	(a)
	Each
Obligor and each Manager shall pay and discharge all Taxes imposed upon it or its assets within such time period as may be allowed by law without incurring
penalties unless and only to the extent that:



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








68







 


	(ii)
	adequate
reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered
to the Agent under clause 19.1 (Financial statements); and



	(iii)
	such
payment can be lawfully withheld.






	(b)
	Except
as approved by the Majority Lenders, each Obligor shall maintain its residence for Tax purposes in the jurisdiction in which it is incorporated and ensure
that it is not resident for Tax purposes in any other jurisdiction.


 



	21.5
	Change of business



Except
as approved by the Majority Lenders, or otherwise permitted by the terms of this Agreement, no material change will be made to the general nature of the business of any of the Obligors or the
Group taken as a whole from that carried on at the date of this Agreement, save that any activities involving or undertaken whatsoever within the maritime sector by any Group Member will not be
considered a change in the general nature of the business of any of the Obligors or the Group taken as a whole.  



	21.6
	Merger and corporate reconstruction



Except
as approved by the Majority Lenders, no Obligor, will enter into any amalgamation, demerger, merger, consolidation, redomiciliation, legal migration or corporate reconstruction (other than an
amalgamation, merger or consolidation of a Guarantor where such Guarantor is the surviving entity of the same).  



	21.7
	Further assurance



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



	(i)
	to
perfect the Security Interests created or intended to be created by that Obligor under or evidenced by the Security Documents (which may include the execution of
a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or to protect or ensure the priority of such
Security Interests or for the exercise of any rights, powers and remedies of the Security Agent or any other Finance Party provided by or pursuant to the Finance Documents or by law;



	(ii)
	to
confer on the Security Agent and/or any other Finance Party Security Interests over any property and assets of that Obligor located in any jurisdiction
equivalent or similar to the Security Interest intended to be conferred by or pursuant to the Security Documents;



	(iii)
	to
facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents; and/or



	(iv)
	at
the request of the New Lender, to facilitate the accession by a New Lender to any Security Document following an assignment in accordance with clause 30.1
(Assignments by the Lenders).






	(b)
	Each
Obligor shall take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation,
perfection, protection or 





69







 


maintenance
of any Security Interest (or the priority of any Security Interest) conferred or intended to be conferred on the Security Agent and/or any other Finance Party by or pursuant to the Finance
Documents.  




	21.8
	Negative pledge in respect of Charged Property or Borrower's shares



	(a)
	Except
for Permitted Security Interests, no Obligor will grant or allow to exist any Security Interest over any Charged Property.



	(b)
	No
Obligor will grant or allow to exist any Security Interest over any of the shares in any of the Borrowers or over any of the rights deriving from or related to
such shares.



	(c)
	Each
Obligor will procure that all of the shares and membership interests of or in all of the Obligors will be in registered form (and not in bearer form) at all
times.


 



	21.9
	Environmental matters



	(a)
	The
Obligors will notify the Agent as soon as reasonably practicable of any Environmental Claim being made against any Group Member or any Fleet Vessel or the owner
of any Fleet Vessel or any Manager which, if successful to any extent, might reasonably be expected to have a Material Adverse Effect and of any Environmental Incident which may give rise to such a
claim and will be kept regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.



	(b)
	The
Obligors will procure that all Environmental Laws (and any consents, licences or approvals obtained under them) applicable to Fleet Vessels will not be violated
in a way which might reasonably be expected to have a Material Adverse Effect.


 



	21.10
	Pari Passu



Each
Obligor will ensure that (a) its obligations under the Finance Documents shall, without prejudice to the Security Interests intended to be created by the Security Documents, at all times
rank at least pari passu with all its other present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by
contract and (b) any Financial Indebtedness of any Obligor to any other Group Member or any of its shareholders or other Affiliates shall be in all respects subordinated in ranking and priority
of payment to all amounts owing to the Finance Parties under the Finance Documents.  



	21.11
	Sanctions



	(a)
	No
Obligor nor any other Group Member will, directly or indirectly, make any proceeds of the Revolving Loans available to, or for the benefit of, a Prohibited Person
or permit or authorise any such proceeds to be applied in a manner or for a purpose prohibited by Sanctions or which would put any Finance Party in breach of any Sanctions.



	(b)
	The
Obligors will procure that none of the Obligors will:



	(i)
	be
a Prohibited Person;



	(ii)
	be
subject to or the target of any action by any regulatory or enforcement authority or third party in relation to any Sanctions of any Sanctions Authority;



	(iii)
	be
owned or controlled directly or indirectly by, or act directly or indirectly on behalf of or for the benefit of, a Prohibited Person (it being understood that,
chartering activity with a charterer that is a Prohibited Person shall not constitute "acting 








70







 



directly
or indirectly on behalf of or for the benefit of, a Prohibited Person", where such chartering activity is not in breach of Sanctions);  



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



	(v)
	be
in breach of Sanctions.






	(c)
	The
Borrowers will prevent any Mortgaged Ship from being used, directly or indirectly:



	(i)
	by,
or for the benefit of, any Prohibited Person or any person owned or controlled by any Prohibited Person (including from being sold, chartered, leased or
otherwise provided directly or indirectly to any Prohibited Person) if such use would be in breach of Sanctions;



	(ii)
	in
any trade which could expose the relevant Ship, any Finance Party or any Manager to enforcement proceedings arising from Sanctions; and/or



	(iii)
	in
any transport of any goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanctions.






	(d)
	Without
prejudice to the rights of the Finance Parties under any other provisions of this Agreement and the other Finance Documents, if an Owner finds out that its
Ship, without its knowledge, has been sold, chartered, conferred, leased or otherwise provided directly or indirectly to any Prohibited Person in breach of Sanctions, it shall terminate as soon as
possible and in any case within 30 days after the day it finds out that any of the events described in this clause has occurred the relationship with the Prohibited Person under the premise
that the Finance Parties may commit a breach of law by this behaviour. In this case the Borrowers will also inform the Finance Parties immediately upon becoming so aware.



	(e)
	Each
Owner will provide the Finance Parties upon their written request with all relevant documentation related to its Mortgaged Ship, and the transported goods which
a Finance Party is required to disclose to a regulatory authority of any Sanctions Authority pursuant to any Sanctions.



	(f)
	For
the purposes of this clause 21.11 the following words shall have the following meanings:



	

	Prohibited Person means any person with whom transactions are prohibited or restricted
under:



	(a)
	OFAC;
or



	(b)
	any
other United States of America government sanction, laws including, without limitation, persons or organisations on the United States of America Government's
List of Specially Designated Nationals and Blocked Persons, Denied Persons List, Entities List, Debarred Parties List, Excluded Parties List, Sectoral Sanctions Identifications List and Terrorism
Exclusion List;



	(c)
	European
Union sanctions laws, including without limitation persons or organisations on the European Union Restricted Person Lists issued under Council Regulation
(EC) No. 881/2002 of 27 May 2002, Council Regulation (EC) No. 2580/2001 of 27 December 2001 and Council Common Position 2005/725/CFSP of 17 October 2005, Council
Regulation (EU) No 833/2014 and Council Regulation (EU) No 692/2014; 






71







 


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



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



	(f)
	Swiss
sanctions laws, including without limitation persons or organisations on the sanctions lists issued and administered by the State Secretariat for Economic
Affairs of Switzerland,






	

	each
as amended from time to time and including any person controlled by or a Subsidiary of any such person.



	

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



	

	Sanctions Authority means any of:



	(a)
	the
United States government;



	(b)
	the
United Nations;



	(c)
	the
United Kingdom;



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



	(e)
	Switzerland,






	

	and
includes any relevant government entity of any of the above, including, without limitation, the Office of Foreign Assets Control of the US Department
of Treasury (OFAC), the United States Department of State, Her Majesty's Treasury (HMT), The Office of
Financial Sanctions Implementation (OFSI) and the State Secretariat for Economic Affairs of Switzerland
(SECO) and the Swiss Directorate of International Law (DIL).


 



	21.12
	Borrowers' own account



Each
Obligor will ensure that any borrowing by it and/or the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own account and will
not involve any breach by it of any law, or regulatory measure relating to money laundering as defined in the provisions of the directive (2005/60/EC) of the European Parliament and of the Council (as
this may be repealed or replaced by transposition of directive (EU) 2015/849) or any equivalent law or regulatory measure in any other jurisdiction including Article 305bis of the Swiss
Penal Code.  



	21.13
	Inspection



Each
Obligor undertakes with the Finance Parties that, from the date of this Agreement and so long as any moneys are owing under any of the Finance Documents, upon the request of the Agent, it shall
provide the Agent or any of its representatives, professional advisors and contractors with access to, and permit inspection of, books and records of any Group Member, in each case at reasonable times
and upon reasonable notice. 



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	21.14
	Bribery and corruption



	(a)
	No
Obligor shall engage in:



	(i)
	Corrupt
Practices, Fraudulent Practices, Collusive Practices or Coercive Practices, including the procurement or the execution of any contract for goods or works
relating to its functions in breach of any applicable law;



	(ii)
	Money
Laundering or act in breach of any applicable law relating to Money Laundering; or



	(iii)
	the
Financing of Terrorism.






	(b)
	Without
prejudice to the generality of paragraph (a) above, no Obligor shall directly or indirectly use the proceeds of any Facility for any purpose which
would breach the Bribery Act 2010 or the United States Foreign Corrupt Practices Act of 1977 or any other applicable anti-bribery law.



	(c)
	For
the purposes of this clause 21.14 and clause 19.10 (Money Laundering), the following definitions
shall apply:



	

	Collusive Practice means an arrangement between two or more parties without the knowledge, but designed
to improperly influence the actions, of another party.



	

	Corrupt Practice means the offering, giving, receiving, or soliciting, directly or indirectly, anything
of value to improperly influence the actions of another party.



	

	Coercive Practice means impairing or harming or threatening to impair or harm, directly or indirectly,
any party or its property or to improperly influence the actions of that party.



	

	Financing of Terrorism means the act of providing or collecting funds with the intention that they be
used, or in the knowledge that they are to be used, in order to carry out terrorist acts.



	

	Fraudulent Practice means any action, including misrepresentation, to obtain a financial or other benefit
or avoid an obligation, by deception.



	

	Money Laundering means:



	(a)
	the
conversion or transfer of property, knowing it is derived from a criminal offence, for the purpose of concealing or disguising its illegal origin or of assisting
any person who is involved in the commission of the crime to evade the legal consequences of its actions;



	(b)
	the
concealment or disguise of the true nature, source, location, disposition, movement, rights with respect to, or ownership of, property knowing that it is derived
from a criminal offence; or



	(c)
	the
acquisition, possession or use of property knowing at the time of its receipt that it is derived from a criminal offence.


 






	22
	Dealings with Ship



Each
Borrower undertakes that this clause 22 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship's Mortgage Period. 



73







 
	22.1
	Ship's name and registration



	(a)
	The
Ship's name shall only be changed after prior notice to the Agent and, the relevant Owner shall promptly take all necessary steps to update all applicable
insurance, class and registration documents with such change of name.



	(b)
	The
Ship shall be permanently registered in the name of the relevant Owner with the relevant Registry under the laws of its Flag State. The Ship shall not be
registered under any other flag or at any other port or fly any other flag (other than that of its Flag State) provided that no such approval shall be required for the registration of the Ship under
the flag of another Approved Flag State as long as replacement Security Interests are granted in respect of the Ship (which are equivalent to those in place prior to such registration) in favour of
the Security Agent and the other Finance Parties immediately following the registration of the Ship under the flag of that Approved Flag State. If that registration is for a limited period, it shall
be renewed at least 45 days before the date it is due to expire and the Agent shall be notified of that renewal at least 30 days before that date.



	(c)
	Nothing
will be done and no action will be omitted if that might result in such registration being forfeited or imperilled or the Ship being required to be
registered under the laws of another state of registry.


 



	22.2
	Sale or other disposal of Ship; refinancing



	(a)
	The
Owners may sell or transfer a Ship, provided that the relevant Owner and the other Borrowers are in compliance with this clause 22.2 and clause 7.6
(Sale or Total Loss or Change of Control in respect of a Borrower) in respect of such sale or transfer and no Default has occurred and is continuing at
the time of such sale or transfer. Upon such sale or transfer the Lenders will procure that upon the relevant cancellation and prepayment and the discharge of the other obligations of the Borrowers
under this clause 22.2 and clause 7.6 (Sale or Total Loss or Change of Control in respect of a Borrower), the Mortgage over that Ship will
be discharged and the Deed of Covenant, the General Assignment, any Charter Assignment, the Account Security and the Manager's Undertaking relating to that Ship will be released, and the relevant
Owner will be released as Borrower under this Agreement, in each case pursuant to deeds of release in agreed form executed at the cost and expense of the Borrowers.



	(b)
	In
any event, if at any time the Borrowers (i) prepay the Revolving Loans relevant to a Ship in full, (ii) reduce the relevant Ship Commitment to zero
in accordance with clause 7.3(a)(ii) or (iii) (Voluntary cancellation) or clause 7.6 (Sale or Total Loss or
Change of Control in respect of a Borrower), (iii) pay all other amounts owing and payable under this Agreement and the other Finance Documents at the time of such
prepayment and cancellation and (iv) no Default has occurred and is continuing at the time, upon such prepayment and cancellation the Lenders shall consent to the discharge of the Mortgage, the
Deed of Covenant, the General Assignment, the Manager's Undertaking, the Account Security and any Charter Assignment relating to the Ship, and the release of the Owner of that Ship under the Finance
Documents, pursuant to deeds of release in agreed form executed at the cost and expense of the Borrowers.


 



	22.3
	Manager



A
manager of the Ship (other than the Managers as at the date of this Agreement) shall not be appointed unless that manager and the terms of its appointment pursuant to the relevant Management
Agreement are approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed) and it has delivered a duly executed Manager's Undertaking 



74







 

to
the Security Agent. The relevant Owner shall not agree to any material change to the terms of appointment of a manager whose appointment has been approved unless such change is also approved by the
Majority Lenders (such approval not to be unreasonably withheld or delayed).  



	22.4
	Copy of Mortgage on board



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



	22.5
	Notice of Mortgage



A
framed printed notice of the Ship's Mortgage shall be prominently displayed in the navigation room and in the Master's cabin of the Ship. The notice must be in plain type and read as follows: 



 
 

  "NOTICE OF MORTGAGE    
    



This
Ship is subject to a first mortgage in favour of [here insert name of mortgagee] of
[here insert address of mortgagee]. Under the said mortgage and related documents, neither the Owner nor any charterer nor the
Master of this Ship has any right, power or authority to create, incur or permit to be imposed upon this Ship any commitments or encumbrances whatsoever other than for crew's wages and salvage". 



No-one
will have any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew's wages and salvage.  



	22.6
	Conveyance on default



Where
the Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the relevant Owner shall, upon the Agent's (acting on the instructions of the Majority Lenders)
request, immediately execute such form of transfer of title to the Ship as the Agent may require.  



	22.7
	Chartering



	(a)
	Except
with approval of the Majority Lenders, the relevant Owner shall not enter into any charter commitment for a Ship (except for the Charter for each Ship, where
applicable), which is:



	(i)
	a
bareboat or demise charter or passes possession and operational control of the Ship to another person (except where operational control is passed to the Ship's
Technical Manager);



	(ii)
	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



	(iii)
	(with
an Affiliate other than charters entered into at arm's length between the relevant Owner and the Parent or an Affiliate thereof. 








75







 

	(b)
	Further,
without prejudice to the rights of the Finance Parties under the provisions of paragraph (a) above and any other provisions of the Finance Documents,
the relevant Owner shall:



	(i)
	be
permitted to pursue and contract for any charter business with any person other than one with a Non-Acceptable Charterer, provided that it advises the Agent
promptly of any charter commitment in respect of its Ship which has an original term in excess of 36 calendar months (after taking into account any option to extend or renew contained therein), and
the relevant Owner shall:



	(A)
	deliver
a copy of each such charter commitment to the Agent forthwith;



	(B)
	forthwith
following a demand made by the Agent (acting on the instructions of the Majority Lenders):



	(1)
	execute
an assignment of any such charter commitment in favour of the Security Agent (in the same form as a Charter Assignment) and any notice of assignment required
in connection therewith; and



	(2)
	procure
the service of any such notice of assignment on the relevant counterparty of the Owner under such charter commitment, and the acknowledgement (if received)
of such notice by such counterparty;






	(C)
	deliver
to the Agent such documents and evidence of the type referred to in Schedule 3 (Conditions precedent),
in relation to any such charter assignment or any other related matter referred to in this clause 22.7(b), as the Agent (acting on the instructions of the Majority Lenders in their sole
discretion) shall require; and



	(D)
	pay
on the Agent's demand all reasonable legal costs and other costs incurred by the Agent and/or the Lenders and/or the Security Agent in connection with or in
relation to any such charter assignment or any other related matter referred to in this clause 22.7(b); and






	(ii)
	be
permitted to place any Ship (in addition to Ship A) under the Cool Pool Arrangements provided that:



	(A)
	it
provides evidence of such Ship's acceptance under the Cool Pool Arrangements; and



	(B)
	it
serves notice of assignment of the Earnings of such Ship pursuant to the relevant Deed of Covenant or General Assignment and delivers to the Agent the relevant
acknowledgement of such notice in the required form on Cool Pool Ltd.


 









	22.8
	Merchant use



The
relevant Owner shall use the Ship only as a civil merchant trading ship.  



	22.9
	Sharing of Earnings



The
relevant Owner shall not enter into any arrangement under which its Earnings from the Ship may be shared with anyone else except: 


	(a)
	under
the operations of the Cool Pool Ltd, as those have been described in more detail by the Obligors to the Lenders in the negotiation of this Agreement
(the Cool Pool Arrangements); or 



76







 

	(b)
	with
the approval of the Majority Lenders.


 



	22.10
	Payment of Earnings



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



	22.11
	Lay up



Except
with approval by the Majority Lenders (such approval not to be unreasonably withheld), no Ship shall be laid up or deactivated.  



	23
	Condition and operation of Ship



Each
Borrower undertakes that this clause 23 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship's Mortgage Period.  



	23.1
	Defined terms



In
this clause 23.1 and in Schedule 3 (Conditions precedent): 


applicable code means any code or prescribed procedures required to be observed by the Ship or the persons responsible for its operation under any
applicable law (including but not limited to those currently known as the ISM Code and the ISPS Code). 


applicable law means all laws and regulations applicable to vessels registered in the Ship's Flag State or which for any other reason apply to the Ship
or to its condition or operation at any relevant time. 


applicable operating certificate means any certificates or other document relating to the Ship or its condition or operation required to be in force
under any applicable law or any applicable code.  



	23.2
	Repair



The
Ship shall be kept in a good, safe and efficient state of repair. The quality of workmanship and materials used to repair the Ship or replace any damaged, worn or lost parts or equipment shall be
sufficient to ensure that the Ship's value is not materially reduced.  



	23.3
	Modification



Except
with approval, the structure, type or performance characteristics of the Ship shall not be modified in a way which could or might materially alter the Ship or materially reduce its value. 



	23.4
	Removal of parts



Except
with approval, no material part of the Ship or any equipment shall be removed from the Ship if to do so would materially reduce its value (unless at the same time it is replaced with equivalent
parts or equipment owned by the relevant Owner free of any Security Interest except under the Security Documents). 



77







 
	23.5
	Third party owned equipment



Except
with approval, equipment owned by a third party shall not be installed on the Ship if it cannot be removed without risk of causing damage to the structure or fabric of the Ship or incurring
significant expense.  



	23.6
	Maintenance of class; compliance with laws and codes



The
Ship's class shall be the relevant Classification free of any overdue qualifications with the relevant Classification Society and neither the Classification nor the Classification Society of the
Ship shall be
changed without approval of the Agent (acting on the instructions of the Majority Lenders) (such approval not to be unreasonably withheld and which approval shall not be required in respect of a
change to one of DNV GL, American Bureau of Shipping or Lloyd's Register of Shipping). The Ship and every person who owns, operates or manages the Ship shall comply with all applicable laws and the
requirements of all applicable codes. There shall be kept in force and on board the Ship or in such person's custody any applicable operating certificates which are required by applicable laws or
applicable codes to be carried on board the Ship or to be in such person's custody.  



	23.7
	Surveys



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



	23.8
	Inspection and notice of drydockings



The
Agent (acting on the instructions of the Majority Lenders) and/or surveyors appointed by it for such purpose (in consultation with the Borrowers) shall be allowed to board the Ship at all times,
subject to reasonable prior notice to the relevant Owner and without hindering the Ship's continuous, safe and efficient operations, to inspect it and given all proper facilities needed for that
purpose. The Agent shall be given reasonable advance notice of any intended drydocking of the Ship (whatever the purpose of that drydocking). The Borrowers shall bear the cost of only one such
inspection of the Ship per calendar year unless there is an Event of Default which is continuing or the inspection of the relevant Ship reveals issues in respect of the condition of the Ship that
indicate a breach of clause 23.2 (Repair) or 23.6 (Maintenance of class; compliance with laws and
codes).  



	23.9
	Prevention of arrest



All
debts, damages, liabilities and outgoings (due and payable and not contested by the relevant Owner in good faith) which have given, or may reasonably give, rise to maritime, statutory or
possessory liens on, or claims enforceable against, the Ship, its Earnings or Insurances shall be promptly paid and discharged.  



	23.10
	Release from arrest



The
Ship, its Earnings and Insurances shall be released within 15 days (or such longer period as may be approved) from any arrest, detention, attachment or levy, and any legal process against
the Ship shall be discharged within 15 days (or such longer period as may be approved), by whatever action is required to achieve that release or discharge. 



78









 






































	23.11
	Information about the Ship



The
Agent shall promptly be given any information which it may reasonably require about the Ship or its employment, position, use or operation, including details of towages and salvages, and copies of
all its charter commitments (other than any Confidential Information in respect of the Cool Pool Arrangements) entered into by or on behalf of any Obligor or any Manager and copies of any applicable
operating certificates.  



	23.12
	Notification of certain events



The
Agent shall promptly be notified of: 


	(a)
	any
damage to the Ship where the cost of the resulting repairs may exceed the Major Casualty Amount for such Ship;



	(b)
	any
occurrence which may result in the Ship becoming a Total Loss;



	(c)
	any
requisition of the Ship for hire;



	(d)
	any
Environmental Incident involving the Ship and Environmental Claim being made in relation to such an incident;



	(e)
	any
withdrawal of any applicable operating certificate;



	(f)
	the
receipt of notification that any application for such a certificate has been refused;



	(g)
	any
requirement or recommendation made in relation to the Ship by any insurer or the Ship's Classification Society or by any competent authority which is not, or
cannot be, complied with in the manner or time required or recommended; and



	(h)
	any
arrest, hijacking or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or its Earnings or Insurances.


 



	23.13
	Payment of outgoings



All
tolls, dues and other outgoings whatsoever in respect of the Ship and its Earnings and Insurances shall be paid promptly to the extent such payment is not being contested in good faith and with
adequate reserves. Proper accounting records shall be kept of the Ship and its Earnings.  



	23.14
	Evidence of payments



The
Agent shall be allowed proper and reasonable access, subject to prior written notice and provided that the operations of the relevant Owner are not in any way hindered, to those accounting records
when it reasonably requests it and, when it reasonably requires it, shall be given satisfactory evidence that: 


	(a)
	the
wages and allotments and the insurance and pension contributions of the Ship's crew are being promptly and regularly paid;



	(b)
	all
deductions from its crew's wages in respect of any applicable Tax liability are being properly accounted for; and



	(c)
	the
Ship's master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress.


 



	23.15
	Repairers' liens



Except
with approval by 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 



79







 

exceed
the Major Casualty Amount for such Ship unless the relevant Owner has established to the reasonable satisfaction of the Agent that it has sufficient reserves with the Account Bank to pay for
such works or that person gives the Security Agent a written undertaking in approved terms not to exercise any lien on the Ship or its Earnings for any of the cost of such work.  



	23.16
	Survey report



As
soon as reasonably practicable after the Agent requests it and promptly after each inspection made pursuant to clause 23.8 (Inspection and notice of
drydockings), the Agent shall be given a report on the seaworthiness and/or safe operation of the Ship, from surveyors or inspectors approved by the Majority Lenders. If any
recommendations are made in such a report they shall be complied with in the way and by the time recommended in the report.  



	23.17
	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.  



	23.18
	War zones



No
Ship shall enter or remain in any zone which has been declared a war zone by any government entity or that Ship's war risk insurers except with prior written notification to the Agent and provided
that the Borrowers have delivered to the Agent written evidence satisfactory to it that any requirements of that Ship's insurers necessary to ensure that such Ship remains properly insured in
accordance with the Finance Documents (including any requirement for the payment of extra insurance premiums) are complied with.  



	24
	Insurance



Each
Borrower undertakes that this clause 24 shall be complied with in relation to each Mortgaged Ship and its Insurances throughout the relevant Ship's Mortgage Period.  



	24.1
	Insurance terms



In
this clause 24: 


excess risks means the proportion (if any) of claims for general average, collision liability, 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. 



80







 

excess war risk P&I cover means cover for claims 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 24.2(a) (Coverage
required). 


minimum hull cover means, in relation to a Mortgaged Ship, an amount equal at the relevant time to 120% of such proportion of the Available Facility at
such time as is equal to the proportion which the market value of such Mortgaged Ship bears to the aggregate of the market values of all of the Mortgaged Ships at the relevant time. 


P&I risks means the usual risks (including liability for oil pollution, excess war risk P&I cover) covered by a protection and indemnity association
which is a member of the International Group of protection and indemnity associations (or, if the International Group ceases to exist, any other leading protection and indemnity association or other
leading provider of protection and indemnity insurance) (including, without limitation, the proportion (if any) of any collision liability not covered under the terms of the hull cover). 



	24.2
	Coverage required



The
Ship (including its hull and machinery, hull interest, freight interest, disbursements and/or increased value) shall at all times be insured at the Ship's Owner's cost: 


	(a)
	against
fire and usual marine risks (including excess risks) and war risks (including war protection and indemnity risks (including crew) and terrorism risks, piracy
and confiscation risks) on an agreed value basis, for the higher of its minimum hull cover and its market value (and provided that (i) the insured value under the hull and machinery policy
shall be for no less than 80% of the agreed value referred to above and (ii) the balance of such agreed value may be covered by increased value insurance of which up to 33.33% may be
represented by hull interest and freight interest);



	(b)
	against
P&I risks for the highest amount then available in the insurance market for vessels of similar age, size and type as the Ship (but, in relation to liability
for oil pollution, for an amount of not less than $1,000,000,000 or, if lower, the maximum amount available in the relevant insurance market) and a freight, demurrage and defence cover;



	(c)
	against
such other risks and matters which the Agent notifies it that it considers reasonable for a prudent ship-owner or operator to insure against at the time of
that notice (and in any event and for so long as the Ship operates in the Gulf of Mexico, risks from "named windstorms" for operations in the Gulf of Mexico shall always be insured under the
Insurances of the Ship to the extent normally subscribed to by the industry for similar units operating there); and



	(d)
	on
terms which comply with the other provisions of this clause 24.


 



	24.3
	Placing of cover



The
insurance coverage required by clause 24.2 (Coverage required) shall be: 


	(a)
	in
the name of the Ship's Owner and (in the case of the Ship's hull cover) no other person (other than the Security Agent and any other Finance Party if required by
the Majority Lenders, in which case, to the extent reasonably practicable in the insurance market, without liability on the part of the Security Agent or any such other Finance Party for premiums or
calls) (unless such other person is approved and, if so required by the Agent (acting on the instructions of the Majority Lenders), has duly executed and delivered a first priority assignment of its
interest in the Ship's Insurances to the Security Agent or the 



81







 


other
Finance Parties in an approved form and provided such supporting documents and opinions in relation to that assignment as the Agent requires);  



	(b)
	in
dollars or another approved currency;



	(c)
	arranged
through brokers approved by the Agent (acting on the instructions of the Majority Lenders, acting reasonably) or direct with insurers or protection and
indemnity or war risks associations approved by the Agent (acting on the instructions of the Majority Lenders, acting reasonably); and



	(d)
	on
terms approved by the Agent (acting reasonably) (and always applying the terms of the Institute Time Clauses 1/10/1983 or equivalent International Hull
Clauses if available in the insurance market) and with insurers or associations approved by the Agent (acting on the instructions of the Majority Lenders).


 



	24.4
	Deductibles



The
aggregate amount of any excess or deductible under the Ship's hull cover shall not exceed $1,000,000 or any other approved amount.  



	24.5
	Mortgagee's insurance



	(a)
	The
Borrowers shall promptly reimburse to the Agent the cost (as conclusively certified by the Agent) of taking out and keeping in force in respect of the Ship and
the other Mortgaged Ships on approved terms, or in considering or making claims under a mortgagee's interest insurance and a mortgagee's additional perils (pollution risks) cover for the benefit of
the Finance Parties for an aggregate amount up to 110% per cent of the Available Facility at such time.



	(b)
	The
Agent shall take out mortgagee's interest insurance (on the terms provided under clause 24.5(a)) prior to the first Utilisation for the Ship and keep such
mortgagee's interest insurance in force in respect of the Ship throughout the Mortgage Period of that Ship.


 



	24.6
	Fleet liens, set off and cancellations



If
the Ship's hull cover also insures other vessels, the Security Agent shall either be given an undertaking in approved terms by the brokers or (if such cover is not placed through brokers or the
brokers do not, under any applicable laws or insurance terms, have such rights of set off and cancellation) the relevant insurers that the brokers or (if relevant) the insurers will
not: 


	(a)
	set
off against any claims in respect of the Ship any premiums due in respect of any of such other vessels insured (other than other Mortgaged Ships); or



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



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



	24.7
	Payment of premiums



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



82







 
	24.8
	Details of proposed renewal of Insurances



At
least 14 days before any of the Ship's Insurances are due to expire, the Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of
such Insurances and the amounts, risks and terms in, against and on which the Insurances are proposed to be renewed.  



	24.9
	Instructions for renewal



At
least seven (7) 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.  



	24.10
	Confirmation of renewal



The
Ship's Insurances shall be renewed upon their expiry in a manner and on terms which comply with this clause 24 and confirmation of such renewal given by approved brokers or insurers which
shall be provided to the Agent at least five (5) days (or such shorter period as may be approved) before such expiry.  



	24.11
	P&I guarantees



Any
guarantee or undertaking required by any protection and indemnity or war risks association in relation to the Ship shall be provided when required by the association.  



	24.12
	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.  



	24.13
	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.  



	24.14
	Insurance Notices and Loss Payable Clauses



The
interest of the Security Agent or any other Finance Parties as assignees of the Insurances shall be endorsed on all insurance policies and other documents by the incorporation of a Loss Payable
Clause and an Insurance Notice in respect of the Ship and its Insurances signed by its Owner and, unless otherwise approved, each other person assured under the relevant cover (other than the Security
Agent or any other Finance Party if it is itself an assured).  



	24.15
	Insurance correspondence



If
so required by the Agent (acting on the instructions of the Majority Lenders), the Agent shall promptly be provided with copies of all written communications between the assureds and 



83







 

brokers,
insurers and associations relating to any of the Ship's Insurances as soon as they are available.  



	24.16
	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.  



	24.17
	Independent report



If
the Agent (acting on the instructions of the Majority Lenders) requires and obtains a detailed report from an approved independent firm of marine insurance brokers giving their opinion on the
adequacy of the Ship's Insurances then the Agent shall be provided promptly by the Borrowers with such a report at no cost to the Agent or (if the Agent obtains such a report itself, which it shall be
entitled to do) the Borrowers shall reimburse the Agent for the cost of obtaining that report. The Borrowers shall not bear the cost of more than one such report per Ship per calendar year, unless
there is an Event of Default.  



	24.18
	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.  



	24.19
	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).  



	24.20
	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.  



	24.21
	Application of recoveries



All
sums paid under the Ship's Insurances to anyone other than the Security Agent shall be applied in repairing the damage and/or in discharging the liability in respect of which they have been paid
except to the extent that the repairs have already been paid for and/or the liability already discharged in which case such sums shall be applied in reimbursement of such costs incurred. 



	24.22
	Settlement of claims



Any
claim under the Ship's Insurances for a Total Loss and any claim for Major Casualty shall only be settled, compromised or abandoned with prior approval of the Majority Lenders.  



	25
	Minimum security value



Each
Borrower undertakes that this clause 25 will be complied with throughout the Facility Period. 



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	25.1
	Valuation of assets



For
the purpose of the Finance Documents, the value at any time of any Mortgaged Ship or a Ship before any Utilisation obtained under clause 4 (Conditions of
Utilisation), or any other asset over which additional security is provided under clause 25.13 (Creation of additional
security), will be its value as most recently determined in accordance with this clause 25 or, if no such value has been obtained, its value determined under any
valuation made pursuant to clause 4 (Conditions of Utilisation).  



	25.2
	Valuation frequency



	(a)
	The
Borrowers shall provide valuations to the Agent at the following times for the purpose of determining the Margin:



	(i)
	in
respect of the first Utilisation of each Revolving Loan Ship Tranche, dated not earlier than 90 days prior to that Utilisation; and



	(ii)
	and
in any other case, valuations dated not later than the 31st of December or the 30th of June of each calendar year and
not earlier than the 1st of December or the 1st of June of such calendar year respectively, 











and
in each case otherwise in accordance with this clause 25.  




	(b)
	The
valuations provided pursuant to paragraph (a) above may be used for any other purpose for which valuations are required under the Finance Documents,
provided that such valuations comply with the relevant requirements under this clause 25.



	(c)
	In
addition to the validations required pursuant to paragraph (a) above and clause 19.2(a) (Provision and contents of
Compliance Certificates and valuations), for the purpose of the Finance Documents (including for the purposes of clause 25.12 (Security
shortfall)), valuation of each Mortgaged Ship or (before any Utilisation) each Ship and each such other asset in accordance with this clause 25 may be required by the
Majority Lenders at any time (but in any event not less frequently than twice per calendar year).


 



	25.3
	Expenses of valuation



The
Borrowers shall bear, and reimburse to the Agent where incurred by the Agent, all costs and expenses of providing such a valuation under this clause 25 (including for the purposes of
determining the applicable Margin as and when required and referenced in the definition of "Margin" in clause 1.1
(Definitions)) and clause 19.2 (Provision and contents of Compliance Certificate and valuations)
provided however that if no Event of Default has occurred and is continuing the Borrowers shall bear the cost of the valuations of each Mortgaged Ship only twice per calendar year (save for any
valuations made pursuant to clause 4 (Conditions of Utilisation).  



	25.4
	Valuations procedure



	(a)
	The
value of (i) any Mortgaged Ship (namely, after the first Utilisation under this Agreement) and (ii) each Ship before the first Utilisation under
this Agreement, shall be determined in accordance with, and by valuers approved and appointed in accordance with, this clause 25.



	(b)
	Additional
security provided under clause 25.12(a)(i) (Security Shortfall) shall be valued in such a way, on
such a basis and by such persons (including the Agent itself) as determined in accordance with clause 25.13(Creation of additional security) or
as may otherwise be agreed in writing by the Borrowers and the Agent (on the instructions of all Lenders). 





85







 
	25.5
	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.  



	25.6
	Basis of valuation



Unless
otherwise approved in accordance with clause 25.4(b)(Valuations procedure) or clause 25.13(a) (Creation of
additional security), each valuation will be addressed to the Agent in its capacity as such, it will be, not more than 90 days old from its delivery to the Agent or from
the date on which it is to be delivered and made: 


	(a)
	without
physical inspection (unless required by the Agent, acting on the instructions of the Majority Lenders);



	(b)
	on
the basis of a sale for prompt delivery for a price payable in full in cash on delivery at arm's length on normal commercial terms between a willing buyer and a
willing seller; and



	(c)
	without
taking into account the benefit or detriment of any charter commitment.


 



	25.7
	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.  



	25.8
	Approved Brokers



All
valuers must be Approved Brokers. The Agent may from time to time notify the Borrowers and the Lenders of any additional independent ship brokers which have been approved by the Borrowers and the
Agent (acting on the instructions of the Majority Lenders) as Approved Brokers for the purposes of this clause 25 and this Agreement, and the Majority Lenders may from time to time request the
replacement of an Approved Broker.  



	25.9
	Appointment of Approved Brokers



When
a valuation is required for the purposes of this clause 25, the Agent (acting on the instructions of the Majority Lenders) or, if so approved at that time, the Borrowers shall promptly
appoint the relevant Approved Brokers to provide such a valuation. If the Borrowers are approved to appoint the relevant Approved Brokers but fail to do so promptly, the Agent may appoint the relevant
Approved Brokers to provide that valuation.  



	25.10
	Number of valuers



	(a)
	Each
valuation must be carried out by two (2) Approved Brokers both of whom shall be nominated by the Borrowers. If the Borrowers fail promptly to nominate an
Approved Broker then the Agent may nominate that valuer.



	(b)
	If
the two (2) valuations of a Ship made by two (2) Approved Brokers vary by more than 15%, then a third Approved Broker must be nominated by the
Borrowers to provide a valuation of such Ship. If the Borrowers fail to promptly nominate such third Approved Broker, then the Agent (acting on the instructions of the Majority Lenders) may nominate
that third Approved Broker. 





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	25.11
	Differences in valuations



	(a)
	If
valuations provided by different Approved Brokers differ, the value of the relevant Ship for the purposes of the Finance Documents will be the mean average of
those valuations.



	(b)
	If
any Approved Broker provides a range of values for a Ship, the value of such Ship for the purposes of the Finance Documents will be the mean average of the values
comprising such range.


 



	25.12
	Security shortfall



	(a)
	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 that such deficiency be remedied. The Borrowers shall then within 30 days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose,
the Borrowers may:



	(i)
	provide
additional security over cash, and/or, following the approval of all Lenders, other assets, in accordance with this clause 25; or



	(ii)
	cancel
(at the Borrowers' option) all or part of the Available Facility under clause 7.3 (Voluntary
cancellation); or



	(iii)
	prepay
all or part of one or more Revolving Loans under clause 7.4 (Voluntary prepayment); or



	(iv)
	carry
out a combination of the above.






	(b)
	Any
cancellation of part of the Available Facility pursuant to this clause 25.12 shall reduce the Total Commitments by the same amounts and all the
Commitments and the Ship Commitments pro rata. Any cancellation or prepayment pursuant to clause 25.12(a)(ii), shall be made without any requirement as to any minimum amount required by
clauses 7.3 (Voluntary cancellation) or 7.4 (Voluntary prepayment).


 



	25.13
	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 and the asset over which it is created, its value and the method of its valuation have been approved by all Lenders (except in the case of
otherwise approved first ranking security over cash in Dollars which shall be valued at par);



	(b)
	a
Security Interest over that security has been constituted in favour of the Security Agent or (if appropriate) the Finance Parties in substantially the same form as
previously agreed (where relevant) or otherwise in an approved form and manner;



	(c)
	this
Agreement has been unconditionally amended with such consequential amendments as required by the Agent acting reasonably; and



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



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	25.14
	Security release



If
the Security Value shall at any time exceed the Minimum Value, and the Borrowers shall previously have provided further security to the Security Agent and/or the other Finance Parties pursuant to
clause 25.12 (Security shortfall), the Security Agent (on the instructions of the Agent) and the other Finance Parties shall, as soon as
reasonably practicable after notice from the Borrowers to do so and subject to being indemnified to their satisfaction against the cost of doing so, procure the release of any such further security
specified by the Borrowers provided that the Agent (acting on the instructions of the Majority Lenders) is satisfied that, 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.  



	26
	Chartering undertakings



Each
Borrower undertakes that this clause 26 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship's Mortgage Period.  



	26.1
	Variations



Except
for variations which (a) reduce the tenor of a Charter, (b) reduce the applicable charter rate in respect of the firm tenor of a Charter, (c) result in a charter rate
during an extension of the tenor of a Charter which is materially less beneficial to the relevant Owner than the terms which at the time could be reasonably expected to be obtained on the open market
for vessels of the same age and type as the relevant Ship and for charter commitments of a similar type and period, (d) in connection with the extension of a Charter would result in the
Charterer being a Non-Acceptable Charterer, (e) change the scheduled dates for payment of charter hire under a Charter by more than 30 days or change the payment terms to payments in
arrear, (f) result in any assignment, transfer or novation of a Charter Document whether from the relevant Owner or the relevant Charterer (an Owner shall be entitled to novate a Charter
Document to another Owner subject to the novatee assigning the benefit of such novated Charter Document to the Security Agent and satisfying the provisions of clauses 22.7(b)
(Chartering) which shall apply to this clause mutatis mutandis as set out in full herein), (g) would result in the conversion of a Charter to a
bareboat charter or an arrangement under which operational control over the Ship is passed to another person (unless operational control is passed to the Ship's Technical Manager) or (h) affect
termination rights under a Charter, where, in each case, approval shall be required, each Owner shall be entitled to amend or vary a Charter without approval. The relevant Owner shall notify the Agent
of any variation of a Charter promptly upon such variation having been effected.  



	26.2
	Releases and waivers



Subject
to clause 26.1(Variations), an Owner may release any obligation of any other person under the Charter Documents, waive any breach of any
such obligation or consent to anything which would otherwise be such a breach.  



	26.3
	Termination by Owner



Subject
to clause 29.21 (Charters) and unless an Event of Default has occurred and is continuing, each Owner shall be entitled, with prior notice
to the Agent, to terminate or rescind any Charter Document or withdraw the Ship from service under the Charter or take any similar action. 



88







 
	26.4
	Charter performance



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



	26.5
	Notice of assignment



The
relevant Owner shall give notice of assignment of the Charter Documents to the other parties to such documents promptly upon execution of the relevant Charter Assignment in the form specified by
the relevant Charter Assignment for that Ship and shall ensure that the Agent receives a copy of that notice acknowledged by each addressee in the form specified therein and any relevant Quiet
Enjoyment Agreement as soon as practically possible after the relevant Charter Assignment has been executed by the Security Agent and any relevant counterparty to such documents, and in any event at
the times required under clause 4.1 (Conditions precedent to first Utilisation and to each further Utilisations) and Schedule 3
(Conditions precedent) as applicable.  



	26.6
	Payment of Charter Earnings



All
Earnings which the relevant Owner is entitled to receive under the Charter Documents shall be paid into the relevant Owner's Earnings Account or, following an Event of Default, in the manner
required by the Security Documents.  



	26.7
	[Not used]



	26.8
	Quiet Enjoyment



If
required by the charterer of a replacement charter commitment referred to in clause 29.21(b) (Charters) as a condition to entering into the
same, the Lenders agree to instruct the Security Agent to enter into a quiet enjoyment agreement with such charterer on substantially the same terms as the
Quiet Enjoyment Agreements in respect of any such replacement charter commitment.  



	27
	Bank accounts



Each
Borrower undertakes that this clause 27 will be complied with throughout the Facility Period.  



	27.1
	Earnings Accounts



	(a)
	Each
Owner shall be the holder of one or more Accounts with an Account Bank which is designated as an Earnings
Account for the purposes of the Finance Documents.



	(b)
	The
Earnings of the Mortgaged Ships and all moneys payable to the relevant Owner under the Ship's Insurances shall be paid by the persons from whom they are due to
an Earnings Account unless required to be paid to the Security Agent under the relevant Finance Documents.



	(c)
	The
relevant Account Holder(s) shall not withdraw amounts standing to the credit of an Earnings Account except as permitted by clause 27.1(d).



	(d)
	If
there is no Event of Default which is continuing, amounts standing to the credit of the Earnings Accounts shall be at the free disposal of the relevant Account
Holder(s) and the relevant Account Holder(s) may withdraw moneys from an Earnings Account for any 





89







 


purpose
whatsoever which is permitted (or not prohibited) by the terms of this Agreement and the Finance Documents and for as long as any such withdrawal will not result in the Borrowers being in
breach of clause 19.11 (Liquidity).  



	(e)
	The
Owners may place sums standing to the credit of their Earnings Accounts on deposit for a fixed period of up to three (3) months.


 



	27.2
	Cash Collateral Account



	(a)
	To
the extent the Borrowers elect to provide additional cash collateral pursuant to clause 29.21(a)(ii) (Charters), each relevant Owner shall be the holder of
one or more Accounts with an Account Bank which is designated as a Cash Collateral Account for the purposes of this Agreement.



	(b)
	Any
amounts due under clause 29.21(a)(ii) (Charters) will be paid into the relevant Cash Collateral Account.



	(c)
	The
relevant Account Holder(s) shall not, without approval, withdraw amounts standing to the credit of a Cash Collateral Account.


 



	27.3
	Other provisions



	(a)
	An
Account may only be designated for the purposes described in this clause 27 if:



	(i)
	it
is situated in London, England, in Oslo, Norway or in any other jurisdiction acceptable to the Lenders;



	(ii)
	such
designation is made in writing by the Agent and acknowledged by the Borrowers and specifies the names and addresses of the relevant Account Bank and the
Account Holder(s) and the number and any designation or other reference attributed to the Account;



	(iii)
	an
Account Security has been duly executed and delivered by the relevant Account Holder(s) in favour of the Security Agent or the other Finance Parties;



	(iv)
	any
notice required by the Account Security to be given to an Account Bank has been given to, and acknowledged by, the Account Bank in the form required by the
relevant Account Security; and



	(v)
	the
Agent, or its duly authorised representative, has received such documents and evidence it may require in relation to the Account and the Account Security
including documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in relation to the Account and the relevant Account
Security.






	(b)
	The
rates of payment of interest and other terms regulating any Account will be a matter of separate agreement between the relevant Account Holder(s) and Account
Bank. If an Account is a fixed term deposit account, the relevant Account Holder(s) may select the terms of deposits (subject to clause 27.1(e) (Earnings
Accounts)) until the relevant Account Security has become enforceable and the Security Agent directs otherwise.



	(c)
	The
relevant Account Holder(s) shall not close any Account or alter the terms of any Account from those in force at the time it is designated for the purposes of
this clause 27 or waive any of its rights in relation to an Account except with approval.



	(d)
	The
relevant Account Holder(s) shall, upon request by the Agent, deposit with the Security Agent all certificates of deposit, receipts or other instruments or
securities relating to any Account, notify the Security Agent of any claim or notice relating to an Account from any 





90







 


other
party and provide the Agent with any other information it may request concerning any Account.  



	(e)
	Each
Finance Party agrees that if it is an Account Bank in respect of an Account then there will be no restrictions on creating a Security Interest over that Account
as contemplated by this Agreement and it shall not (except with the approval of the Majority Lenders) exercise any right of combination, consolidation or set-off which it may have in respect of that
Account in a manner adverse to the rights of the other Finance Parties.



	(f)
	The
Borrowers shall, within 18 months from the date of this Agreement, make best efforts to migrate all Accounts opened or to be opened in accordance with
this clause 27 (Bank accounts) from Citibank N.A. to one of the Arrangers (or an Affiliate thereof) and Citibank, N.A. (and its Affiliates) shall
cease to be an Account Bank from the date that migration is complete.


 



	28
	Business restrictions



Except
as otherwise approved by the Majority Lenders, each Obligor undertakes that throughout the Facility Period this clause 28 will be complied with by and in respect of each Group Member to
which each of the provisions below is expressed to apply.  



	28.1
	General negative pledge



	(a)
	In
this clause 28.1, Quasi-Security means an arrangement or transaction described in clause 28.1(d).



	(b)
	No
Borrower shall permit any Security Interest to exist, arise or be created or extended over all or any part of its assets except for Permitted Security Interests.



	(c)
	(Without
prejudice to clauses 28.2 (Financial Indebtedness) and 28.6
(Disposals)), no Borrower shall:



	(i)
	sell,
transfer or otherwise dispose of any of its assets on terms whereby that asset is or may be leased to, or re-acquired by, any other Group Member other than
pursuant to disposals permitted under clause 28.6 (Disposals);



	(ii)
	sell,
transfer, factor or otherwise dispose of any of its receivables on recourse terms (except for the discounting of bills or notes in the ordinary course of
business);



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



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






	

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



	(d)
	Clauses 28.1(b)
and 28.1(c) above do not apply to any Security Interest or (as the case may be) Quasi-Security, listed below:



	(i)
	those
granted or expressed to be granted by any of the Security Documents;



	(ii)
	in
relation to a Mortgaged Ship, Permitted Maritime Liens; and



	(iii)
	those
granted in connection with the Existing Indebtedness until the Existing Indebtedness is refinanced in full and in any event not later than the first
Utilisation Date. 








91













 






































	28.2
	Financial Indebtedness



No
Borrower shall incur or permit to exist, any Financial Indebtedness owed by it to anyone else except: 


	(a)
	Financial
Indebtedness incurred under the Finance Documents;



	(b)
	Financial
Indebtedness owed to another Obligor (provided that any such Financial Indebtedness owed by an Owner is unsecured and is subordinated to the Finance
Documents on terms approved by the Majority Lenders and which (for the avoidance of doubt) will include provisions restricting any payments being made in relation to such Financial Indebtedness whilst
an Event of Default is continuing);



	(c)
	Financial
Indebtedness permitted under clause 28.3 (Guarantees);



	(d)
	Financial
Indebtedness permitted under clause 28.4 (Loans and credit); and



	(e)
	the
Existing Indebtedness until such Existing Indebtedness is refinanced in full and in any event not later than the first Utilisation Date.


 



	28.3
	Guarantees



No
Borrower shall give or permit to exist, any guarantee by it in respect of indebtedness of any person or allow any of its indebtedness to be guaranteed by anyone else except: 


	(a)
	guarantees
of obligations of Affiliates that are not Financial Indebtedness or obligations prohibited by any Finance Document;



	(b)
	guarantees
in favour of its own trade creditors given in the ordinary course of its business or in order to avoid the creation of, or to release, a Permitted
Maritime Lien; and



	(c)
	guarantees
which are Financial Indebtedness permitted under clause 28.2 (Financial Indebtedness).


 



	28.4
	Loans and credit



No
Borrower shall make, grant or permit to exist any loans or any credit by it to anyone else other than: 


	(a)
	loans
or credit to another Borrower or Guarantor permitted under clause 28.2 (Financial Indebtedness); and



	(b)
	trade
credit granted by it to its customers on normal commercial terms in the ordinary course of its trading activities


 



	28.5
	Bank accounts, operating leases and other financial transactions



No
Borrower shall: 


	(a)
	maintain
any current or deposit account with a bank or financial institution except for the Accounts (or any dormant accounts opened prior to this Agreement in
connection with the Existing Indebtedness and until their gradual closure following the first Utilisation) and the deposit of money, operation of current accounts and the conduct of electronic banking
operations through the Accounts;



	(b)
	hold
cash in any account other than the Accounts;



	(c)
	enter
into any obligations under operating leases relating to assets; or 



92







 

	(d)
	be
party to any banking or financial transaction, whether on or off balance sheet, that is not expressly permitted under this clause 28.


 



	28.6
	Disposals



No
Borrower shall enter into a single transaction or a series of transactions, whether related or not and whether voluntarily or involuntarily, to dispose of any asset except for any of the following
disposals so long as they are not prohibited by any other provision of the Finance Documents: 


	(a)
	disposals
of assets made in (and on terms reflecting) the ordinary course of trading of the disposing entity;



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



	(c)
	disposals
permitted by clauses 28.1 (General negative pledge), 28.2 (Financial
Indebtedness) or 22.2 (Sale or other disposal of a Ship; refinancing); and



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


 



	28.7
	Contracts and arrangements with Affiliates



No
Borrower shall be party to any arrangement or contract with any of its Affiliates (other than in respect of intra-Group loans, to the extent expressly permitted by the other provisions of this
clause 28 (Business restrictions)) unless such arrangement or contract is on an arm's length basis.  



	28.8
	Subsidiaries



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



	28.9
	Acquisitions and investments



No
Borrower shall acquire any person, business, assets or liabilities or make any investment in any person or business or enter into any joint-venture arrangement except: 


	(a)
	capital
expenditures or investments related to maintenance of a Ship in the ordinary course of its business;



	(b)
	acquisitions
of assets in the ordinary course of business (not being new businesses or vessels);



	(c)
	the
incurrence of liabilities in the ordinary course of its business;



	(d)
	any
loan or credit not otherwise prohibited under this Agreement; or



	(e)
	pursuant
to any Finance Documents or any Charter Documents to which it is party.


 



	28.10
	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. 



93







 
	28.11
	Distributions and other payments



None
of the Obligors shall: 


	(a)
	declare
or pay (including by way of set-off, combination of accounts or otherwise) any dividend or redeem or make any other distribution or payment (whether in cash
or in specie), including any interest and/or unpaid dividends, in respect of its equity or any other share capital or any warrants for the time being in issue; or



	(b)
	make
any payment (including by way of set-off, combination of accounts or otherwise) by way of interest, or repayment, redemption, purchase or other payment, in
respect of any shareholder loan, loan stock or similar instrument; 




except
if no Event of Default is continuing at the time of the declaration or payment of any such dividend, distribution or other payment, nor would result from the declaration or payment of the same
and such a dividend, distribution and payment is declared and made.  



	29
	Events of Default



Each
of the events or circumstances set out in clauses 29.1 (Non-payment) to 29.22 (Legal and beneficial
ownership) is an Event of Default.  



	29.1
	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 if a Payment Disruption Event has occurred and such payment is made within three (3) Business Days of the due date.  



	29.2
	Financial covenants; liquidity



	(a)
	The
Obligors do not comply with clause 20 (Financial covenants) or clause 19.1
(Financial statements).



	(b)
	The
Obligors do not comply with clause 19.11 (Liquidity).


 



	29.3
	Value of security



The
Borrowers do not comply with clause 25.12 (Security shortfall).  



	29.4
	Insurance



	(a)
	The
Insurances of a Mortgaged Ship are not placed and kept in force in the manner required by clause 24
(Insurance).



	(b)
	Any
insurer either:



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



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


 






	29.5
	Other obligations



	(a)
	An
Obligor or a Manager does not comply with any provision of the Finance Documents, except for the following provisions 





94







 


	(i)
	those
referred to in clauses 29.1 (Non-payment), 29.2 (Financial covenants;
liquidity), 29.3 (Value of security) and 29.4 (Insurance) or any other provision
of this clause 29); and



	(ii)
	those
of clause 21.11 (Sanctions).






	(b)
	No
Event of Default under clause 29.5(a) above will occur if the Agent (acting on the instructions of the Majority Lenders) considers that the failure to
comply is capable of remedy and the failure is remedied within twenty (20) days of the earlier of (A) the Agent giving notice to the Borrowers and (B) any of the Borrowers
becoming aware of the failure to comply.


 



	29.6
	Misrepresentation



Any
representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance
Document (excluding the representations under clause 18.32 (Sanctions)) is or proves to have been incorrect or misleading when made or deemed to
be made, unless the same is capable of remedy and is remedied within twenty (20) days of the earlier of (a) the Agent giving notice to the Borrowers and (b) any of the Borrowers
becoming aware of the same.  



	29.7
	Cross default



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



	(b)
	Any
Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default
(however described).



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



	(d)
	The
counterparty to a Treasury Transaction entered into by any Obligor becomes entitled to terminate that Treasury Transaction early by reason of an event of default
(however described).



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



	(f)
	No
Event of Default will occur under this clause 29.7 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling
within clauses 29.7(a) to 29.7(e) above is:



	(i)
	less
than $10,000,000 (or its equivalent in any other currency or currencies) in respect of any Guarantor; and/or



	(ii)
	less
than $1,000,000 (or its equivalent in any other currency or currencies) in respect of any other Obligor.


 






	29.8
	Insolvency



	(a)
	An
Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual financial
difficulties, commences 





95







 


negotiations
with one or more of its creditors with a view to rescheduling any of its indebtedness.  



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



	(c)
	A
moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default
caused by that moratorium.


 



	29.9
	Insolvency proceedings



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



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



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



	(iii)
	the
appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Obligor or any of
its assets (including the directors of any Obligor requesting a person to appoint any such officer in relation to it or any of its assets); or



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











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




	(b)
	Clause 29.9(a)
shall not apply to any winding-up petition (or analogous procedure or step) which is frivolous or vexatious and is discharged, stayed or
dismissed within fifteen (15) days of commencement or, if earlier, the date on which it is advertised.


 



	29.10
	Creditors' process



	(a)
	Any
expropriation, attachment, sequestration, execution or analogous process affects any asset or assets of any Obligor having an aggregate value equal to or in
excess of $10,000,000 (or the equivalent in any other currency) in respect of any of the Guarantors and/or $1,000,000 (or the equivalent in any other currency) in respect of any other Obligor, and is
not discharged within thirty (30) days.



	(b)
	Any
judgment or order for an amount in excess of $10,000,000 (or the equivalent in any other currency) in respect of any of the Guarantors and/or $1,000,000 (or the
equivalent in any other currency) in respect of any other Obligor, is made against any Obligor and is not stayed or complied with within thirty (30) days.


 



	29.11
	Unlawfulness and invalidity



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



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





96







 

	(c)
	Any
Finance Document or any Security Interest created or expressed to be created or evidenced by the Security Documents ceases to be in full force and effect or is
alleged by a party to it (other than a Finance Party) to be ineffective for any reason.



	(d)
	Any
Security Document does not create legal, valid, binding and enforceable security over the assets charged under that Security Document or the ranking or priority
of such security is adversely affected.


 



	29.12
	Cessation of business



Any
Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business (except in the case of an Owner as a result of the sale of its Ship in
accordance with, and subject to, the provisions of this Agreement).  



	29.13
	Expropriation



The
authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other
action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or any of its assets.  



	29.14
	Repudiation and rescission of Finance Documents



An
Obligor repudiates a Finance Document.  



	29.15
	Litigation



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



	29.16
	Material Adverse Effect



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



	29.17
	Security enforceable



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



	29.18
	Arrest of Ship



Any
Mortgaged Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim and the relevant Owner
fails to procure the release of such Ship within a period of 30 days thereafter (or such longer period as may be approved).  



	29.19
	Ship registration



Except
with approval of the Majority Lenders, the registration of any Mortgaged Ship under the laws and flag of its Flag State is cancelled or terminated or, where applicable, not renewed or, if such
Mortgaged Ship is only provisionally registered on the date of its Mortgage, such Ship is not permanently registered under such laws within 90 days of such date. 



97







 
	29.20
	Political risk



The
Flag State of any Mortgaged Ship or any Relevant Jurisdiction of an Obligor becomes involved in hostilities or civil war or there is a seizure of power in the Flag State or any such Relevant
Jurisdiction by unconstitutional means if, in any such case, such event or circumstance, has or might reasonably be expected to have, a Material Adverse Effect and, within 14 days of notice
from the Agent to do so (or such longer period as may be approved), such action as the Agent may require to ensure that such event or circumstance will not have such an effect has not been taken by
the Borrowers.  



	29.21
	Charters



Except
with approval of the Majority Lenders, a Charter of any Ship (which for the purposes of this clause 29.21 shall include any charter commitment that replaces a Charter pursuant to
clause 29.21(b)) is terminated, cancelled or rescinded or (except as a result of the relevant Ship being a Total Loss) frustrated or any Ship is withdrawn from service under a Charter before
the time that Charter was scheduled to expire (any such Ship, an Affected Ship), provided however that
no Event of Default shall occur under this clause 29.21 in relation to a Charter or Affected Ship, if the conditions under either paragraph (a) or paragraph (b) below are
satisfied in respect of that Charter or (as the case may be) Affected Ship within 90 days of such termination, cancellation, rescission, frustration or withdrawal either: 


	(a)
	the
Borrowers:



	(i)
	have
prepaid the Revolving Loan Ship Tranche relevant to such Affected Ship under clause 7.4 (Voluntary
prepayment) by an amount equal to the Affected Ship Prepayment Amount (but on three (3) Business Days' notice instead of the period required by such clause); or



	(ii)
	have
provided to the Finance Parties additional cash collateral in the form of pledged or charged dollar cash deposits in a Cash Collateral Account in an amount
equal to the Affected Ship Prepayment Amount. 










For
the purposes of this clause: 


Affected Ship Prepayment Amount shall be an amount equal to the lesser of: 



	(A)
	an
amount which is sufficient to ensure that the ratio of the amount outstanding under the relevant Revolving Loan Ship Tranche of the Affected Ship over the
Affected Ship's market value as determined in accordance with clause 25 (Minimum security value) by way of valuations which are not older than
90 days (together with any additional cash collateral) is (A) equal to or less than 55% in the case of each of Ship A, Ship B and Ship C and (B) equal to or less than 50% in the
case of each of Ship D and Ship E; and



	(B)
	the
difference between the Contract Day Rate and the Prepayment Day Rate multiplied by the number of firm days of the remaining tenor of the Charter of the Affected
Ship. 









Contract Day Rate shall mean the applicable daily hire as set out in the Charter of the Affected Ship. 


Prepayment Day Rate shall: 



	(a)
	in
the case of each of Ship A, Ship B and Ship C shall be an amount of $*****; and 





98







 



	(b)
	in
the case of each of Ship D and Ship E, shall be an amount of $*****; or







	(b)
	the
relevant Owner has:



	(i)
	entered
into a new charter commitment in respect of the Affected Ship which:



	(A)
	is
with a charterer which is not a Non-Acceptable Charterer and with a credit rating of not less than BBB– or its equivalent by at least one of
Standard and Poor's, Moody's or Fitch; and



	(B)
	provides
for charter rates which shall, for each calendar month, exceed the aggregate of all amounts of operational costs of such Ship and debt service (including
any applicable commitment fee) for the Ship Commitment for that Ship payable in such month; and



	(C)
	provides
for a fixed charter tenor of no less than the remaining tenor of Charter of the Affected Ship without taking into account any option to extend; and



	(D)
	is
not a bareboat or demise charter or other charter commitment which passes possession and operational control of the Affected Ship to another person except where
operational control is passed to the Ship's Technical Manager, 













or
is otherwise acceptable in form and substance in all respects to the Majority Lenders in their absolute discretion; and  




	(ii)
	granted
in favour of the Security Agent a Security Interest in respect of such charter commitment in a document in an agreed form and will provide and has delivered
to the Agent in respect of the same, any documents and evidence of the nature described in Schedule 3 (Conditions precedent) as reasonably
required by the Agent.


 




	29.22
	[Not used]



	29.23
	Acceleration



On
and at any time after the occurrence of an Event of Default which is continuing the Agent shall, if so directed by the Majority Lenders, 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 Loans, 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 Revolving Loans be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions
of the Majority Lenders; and/or



	(d)
	declare
that no withdrawals be made from any Account; and/or



	(e)
	exercise
or direct the Security Agent and/or any other beneficiary of the Security Documents to exercise any or all of its rights, remedies, powers or discretions
under the Finance Documents. 



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	30
	Changes to the Lenders



	30.1
	Assignments by the Lenders



Subject
to this clause 30, 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).  



	30.2
	Conditions of assignment



	(a)
	The
prior written consent of the Borrowers and Guarantors 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.



	(b)
	The
Borrowers' and Guarantors' consent may not be unreasonably withheld or delayed and will be deemed to have been given five (5) Business Days after the
Lender has requested consent unless consent is expressly refused within that time. Provided however that the Borrowers shall be entitled to withhold such consent in their discretion if the assignment
is to a trust or fund.



	(c)
	An
assignment will only be effective:



	(i)
	on
receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same
obligations to the Borrowers and the other Finance Parties as it would have been under if it was the Existing Lender;



	(ii)
	on
the New Lender entering into any documentation required for it to accede as a party to any Security Document to which the Existing Lender is a party in its
capacity as a Lender and, in relation to such Security Documents, completing any filing, registration or notice requirements;



	(iii)
	on
the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations relating to any person that
it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the New Lender and the Existing Lender; and



	(iv)
	if
an assignment takes effect after there has been a Utilisation, the assignment of an Existing Lender's participation in the Utilisations (if any) under the
Facility shall take effect in respect of the same fraction of each such Utilisation under the Facility;



	(v)
	if
that Existing Lender assigns equal fractions of its Commitment and participation in the Facility; and



	(vi)
	(save
for an assignment where the consent of the Borrowers and Guarantors is not required under clause 30.2(a)) if the total amount of participations and
Commitments of the Existing Lender being assigned is not less than $10,000,000 (or its entire participations and Commitments if lower than $10,000,000).






	(d)
	Each
New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any
amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with the Finance Documents on or prior to the date on which the assignment becomes effective
in accordance with the Finance Documents and that it is bound by that 





100







 


decision
to the same extent as the Existing Lender would have been had it remained a Lender.  



	(e)
	If:



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



	(ii)
	as
a result of circumstances existing at the date the transfer, assignment or change occurs, an Obligor would be obliged to make a payment to the New Lender or
Lender acting through its new Facility Office under clause 12 (Tax gross-up and indemnities) or clause 13
(Increased Costs), 









then
the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its
previous Facility Office would have been if the transfer, assignment or change had not occurred unless the transfer, assignment or change is made by the Lender with the Borrowers' agreement to
mitigate any circumstances giving rise to a Tax Payment or increased cost, or a right to be prepaid and/or cancelled by reason of illegality.  





	30.3
	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 $5,000.  



	30.4
	Limitation of responsibility of Existing Lenders



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



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



	(ii)
	the
financial condition of any Obligor;



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



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



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











and
any representations or warranties implied by law are excluded.  




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



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



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



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










and
has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Finance Document; 





101







 


	(ii)
	will
continue to make its own independent appraisal of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the
Finance Documents; and



	(iii)
	will
continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding
under the Finance Documents or any Commitment is in force.






	(c)
	Nothing
in any Finance Document obliges an Existing Lender to:



	(i)
	accept
a re-assignment from a New Lender of any of the rights assigned under this clause 30; or



	(ii)
	support
any Losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents
or by reason of the application of any Basel II Regulation or Basel III Regulation to the transactions contemplated by the Finance Documents or otherwise.


 






	30.5
	Procedure for assignment



	(a)
	Subject
to the conditions set out in clause 30.2 (Conditions of assignment) an assignment may be effected in
accordance with clause 30.5(d) below when (a) the Agent executes an otherwise duly completed Transfer Certificate and (b) the Agent executes any document required under
clause 30.2(c) (Conditions of assignment) which it may be necessary for it to execute in each case delivered to it by the Existing Lender and the
New Lender duly executed by them and, in the case of any such other document, any other relevant person. The Agent shall, subject to clause 30.5(b) as soon as reasonably practicable after
receipt by it of a Transfer Certificate and any such other document each duly completed, appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Certificate and such other document. The Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their
behalf without any consultation with them.



	(b)
	The
Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with
all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.



	(c)
	The
Obligors and the other Finance Parties irrevocably authorise the Agent to execute any Transfer Certificate on their behalf without any consultations with them.



	(d)
	Subject
to clause 30.8 (Pro rata interest settlement), on the Transfer Date:



	(i)
	the
Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Transfer
Certificate;



	(ii)
	the
Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant
Obligations) and expressed to be the subject of the release in the Transfer Certificate (but the obligations owed by the Obligors under the Finance Documents shall not be
released); and



	(iii)
	the
New Lender shall become a Party to the Finance Documents as a "Lender for the purposes of all the Finance Documents and will be bound by obligations equivalent
to the Relevant Obligations. 








102













 







































	(e)
	Lenders
may utilise procedures other than those set out in this clause 30.5 (Procedure for assignment) to
assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with clauses 30.5 (Procedure for
assignment) to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided
that they comply with the conditions set out in clause 30.2 (Conditions of assignment).


 



	30.6
	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 30.2(c) (Conditions of
assignment), send a copy of that Transfer Certificate and such other documents to the Borrowers.  



	30.7
	Security over Lenders' rights



In
addition to the other rights provided to Lenders under this clause 30.7, 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.


 






	30.8
	Pro rata interest settlement



If
the Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lenders then (in respect of any assignment pursuant to
clause 30.5 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last
day of an Interest Period): 


	(a)
	any
interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of
the Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further
interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six (6) months, on the next of the dates which falls at six monthly
intervals after the first day of that Interest Period); and 



103







 

	(b)
	the
rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:



	(i)
	when
the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and



	(ii)
	the
amount payable to the New Lender on that date will be the amount which would, but for the application of this clause 30.8, have been payable to it on
that date, but after deduction of the Accrued Amounts.


 






	31
	Changes to the Obligors/Restriction on Debt Purchase Transactions



	31.1
	Changes to the Obligors



No
Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior written consent of all the Lenders.  



	31.2
	Prohibition on Debt Purchase Transactions by the Group



The
Obligors shall not, and each Guarantor shall procure that each Group Member shall not, enter into any Debt Purchase Transaction or be a Lender or beneficially own all or any part of the share
capital of a company that is or is to be a Lender or a party to a Debt Purchase Transaction of the type referred to in the definition of Debt Purchase Transaction.  



	31.3
	Disenfranchisement of Debt Purchase Transactions entered into by Affiliates



	(a)
	For
so long as a Parent Affiliate (i) beneficially owns a Commitment or (ii) has entered into a sub-participation agreement relating to a Commitment or
other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:



	(i)
	in
ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments or any agreement of
any specified group of Lenders (whether Majority Lenders, all Lenders or otherwise) has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents,
such Commitment shall be deemed to be zero; and



	(ii)
	for
the purposes of clause 41.2 (All Lender matters), such Parent Affiliate or the person with whom it has
entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender for the purpose of paragraph (i) above (unless, in the case of a person not being a Parent
Affiliate, it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).






	(b)
	Each
Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt
Purchase Transaction with a Parent Affiliate (a Notifiable Debt Purchase Transaction), such notification to be substantially in the form set out in
Part 1 of Schedule 7 (Forms of Notifiable Debt Purchase Transaction Notice).



	(c)
	No
Lender shall knowingly enter into any Notifiable Debt Purchase Transaction unless such Notifiable Debt Purchase Transaction relates to the entirety of its
Commitment.



	(d)
	A
Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:



	(i)
	is
terminated; or 








104







 


	(ii)
	ceases
to be with a Parent Affiliate,






	

	such
notification to be substantially in the form set out in Schedule 7, Part 2 (Forms of Notifiable Debt Purchase
Transaction Notice).



	(e)
	Each
Parent Affiliate that is a Lender agrees that:



	(i)
	in
relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so
requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and



	(ii)
	in
its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the
instructions of or addressed to, the Agent or one or more of the Lenders. For the avoidance of doubt the only information the Lender is entitled to receive are operational notices for that Lender in
connection with their Commitment.


 






	31.4
	Parent Affiliates' notification to other Lenders of Debt Purchase Transactions



Any
Parent Affiliate which is or becomes a Lender and which enters into a Debt Purchase Transaction as a purchaser or a participant shall, by 5.00 pm on the Business Day following the day on which it
entered into the Debt Purchase Transaction, notify the Agent of the extent of the Commitment(s) or amount outstanding to which that Debt Purchase Transaction relates. The Agent shall promptly disclose
such information to the Lenders.  



	32
	Roles of Agent, Security Agent and Arrangers



	32.1
	Appointment of the Agent



	(a)
	Each
other Finance Party (other than the Security Agent) appoints the Agent to act as its agent under and in connection with the Finance Documents.



	(b)
	Each
other Finance Party (other than the Security Agent) authorises the Agent:



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



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






	(c)
	The
Agent accepts its appointment under clause 32.1(a) as agent for the Finance Parties (for so long as they are Finance Parties) on and subject to the terms
of this clause 32, and any Finance Documents to which it is a Party.


 



	32.2
	Instructions to Agent



	(a)
	The
Agent shall:



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



	(A)
	all
Lenders or the Majority Lenders (as the case may be) if the relevant Finance Document stipulates the matter requires such decision; and 











105







 



	(B)
	in
all other cases, the Majority Lenders; and






	(ii)
	not
be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph 32.2(a)(i) above.






	(b)
	The
Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates
the matter is a decision for any other Lender 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.



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



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



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



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


 



	32.3
	Duties of the Agent



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



	(b)
	The
Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.



	(c)
	Without
prejudice to clause 30.6 (Copy of Transfer Certificate to Borrowers), clause 32.3(b) shall not
apply to any Transfer Certificate.



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



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



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





106







 

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


 



	32.4
	Role of the Arrangers, Bookrunner and Global Co-ordinator



Except
as specifically provided in the Finance Documents, the Arrangers, the Bookrunner and the Global Co-ordinator have no obligations of any kind to any other Party under or in connection with any
Finance Document or the transactions contemplated by the Finance Documents.  



	32.5
	No fiduciary duties



	(a)
	Nothing
in this Agreement constitutes the Agent, the Arrangers, the Bookrunner and the Global Co-ordinator as a trustee or fiduciary of any other person.



	(b)
	None
of the Agent, the Security Agent, the Arrangers, the Bookrunner and the Global Co-ordinator shall be bound to account to any Lender for any sum or the profit
element of any sum received by it for its own account or have any obligations to the other Finance Parties beyond those expressly stated in the Finance Documents.


 



	32.6
	Business with the Group



The
Agent, the Security Agent, the Arrangers, the Bookrunner and the Global Co-ordinator may accept deposits from, lend money to and generally engage in any kind of banking or other business with any
Obligor or other Group Member or their Affiliates and shall not be obliged to account to the other Finance Parties for any profits.  



	32.7
	Rights and discretions of the Agent



	(a)
	The
Agent may:



	(i)
	rely
on any representation, communication, notice or document (including, without limitation, any notice given by a Lender pursuant to clauses 31.3(b) and
31.3(d) (Disenfranchisement on Debt Purchase Transactions entered into by Affiliates)) believed by it to be genuine, correct and appropriately
authorised and on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his/her knowledge or within
his/her power to verify; and



	(ii)
	assume
that:



	(A)
	any
instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents;
and



	(B)
	unless
it has received notice of revocation, that those instructions have not been revoked; and






	(iii)
	rely
on a certificate from any person:



	(A)
	as
to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or



	(B)
	to
the effect that such person approves of any particular dealing, transaction, step, action or thing, 











107







 

	

	as
sufficient evidence that that is the case and, in the case of paragraph (i) above, may assume the truth and accuracy of that certificate.



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



	(i)
	no
Default has occurred (unless it has actual knowledge of a Default arising under clause 29.1 (Non-payment));



	(ii)
	any
right, power, authority or discretion vested in any Party or any group of Lenders (whether Majority Lenders or all the Lenders or otherwise) has not been
exercised;



	(iii)
	any
notice or request made by a Borrower (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and



	(iv)
	no
Notifiable Debt Purchase Transaction:



	(A)
	has
been entered into;



	(B)
	has
been terminated; or



	(C)
	has
ceased to be with a Parent Affiliate.









	(c)
	The
Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts in the conduct
of its obligations and responsibilities under the Finance Documents.



	(d)
	Without
prejudice to the generality of clause 32.7(c) or clause 32.7(e), the Agent may at any time engage and pay for the services of any lawyers to
act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.



	(e)
	The
Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the
Agent or by any other Party and whether or not liability thereunder is limited by reference to monetary cap or otherwise) and shall not be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever arising as a result of its so relying except where such damages, costs or losses to any person, such diminution in value or such liability are directly
caused by the gross negligence or wilful misconduct of the Agent acting alone and on its own discretion without instructions from any Lender under the provisions of the Finance Documents.



	(f)
	The
Agent may act in relation to the Finance Documents through its personnel and agents.



	(g)
	Unless
a Finance Document expressly provides otherwise, the Agent may disclose to any other Party any information it reasonably believes it has received as agent
under this Agreement.



	(h)
	Notwithstanding
any other provision of any Finance Document to the contrary, neither the Agent nor any Arranger is obliged to do or omit to do anything if it would
or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. The Agent and any Arranger may do anything which in its
opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.



	(i)
	Without
prejudice to the generality of clause 32.7(h), the Agent may (but is not obliged) disclose the identity of a Defaulting Lender to the other Finance
Parties and the Borrowers and the Agent shall disclose the same upon the written request of the Majority Lenders 



108







 

	(j)
	Notwithstanding
any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial
liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or
adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.



	(k)
	Neither
the Agent nor any Arranger shall be obliged to request any certificate, opinion or other information under clause 19
(Information undertakings) unless so required in writing by a Lender, in which case the Agent shall promptly make the appropriate request of the
Borrowers if such request would be in accordance with the terms of this Agreement.


 



	32.8
	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, 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, 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 and/or any other beneficiary of a Security Document)
under or pursuant to any of the Security Documents have been so deposited;



	(h)
	investigating
or making any enquiry into the title of any Obligor to any of the Charged Property or any of its other property or assets;



	(i)
	failing
to register any of the Security Documents with the Registrar of Companies or any other public office;



	(j)
	failing
to register any of the Security Documents in accordance with the provisions of the documents of title of any Obligor to any of the Charged Property; 



109







 

	(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;



	(m)
	any
determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or
prohibited by any applicable law or regulation relating to insider dealing or otherwise;



	(n)
	making
any investigation in respect of or in any way be liable whatsoever for the existence, accuracy or sufficiency of any legal or other opinions, reports,
certificates or investigations delivered or obtained or required to be delivered or obtained at any time in connection herewith;



	(o)
	any
unsuitability, inadequacy or unfitness of any Charged Property as security for the Revolving Loans and shall not be obliged to make any investigation into, and
shall be entitled to assume, the suitability, adequacy and fitness of the Charged Property as security for the Revolving Loans; or



	(p)
	any
damage to or any unauthorised dealing with the Charged Property nor shall it have any responsibility or liability arising from the fact that the Charged
Property, or documents relating thereto, may be registered in its name or held by it or any other bank or agent selected by the Agent or the Security Agent.


 



	32.9
	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.


 



	32.10
	Exclusion of liability



	(a)
	Without
limiting clause 32.10(b) (and without prejudice to any other provision of the Finance Documents excluding or limiting the liability of the Agent) the
Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever and other than as specified below) for:



	(i)
	any
damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in
connection with any Finance Document or the Charged Property, unless directly caused by its gross negligence or wilful default. For the avoidance of doubt and notwithstanding anything contained in the
Finance Documents, the Agent shall not in any event be liable for any indirect or consequential loss (including, without limitation, loss of profit, business or goodwill) regardless of whether it was
informed of the likelihood of such loss and irrespective of whether any such claim is made for breach of contract, in tort or otherwise;



	(ii)
	exercising,
or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, the Charged Property or any
other 








110







 



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 the gross
negligence or wilful default of the Agent and in the course of the exercise or non-exercise by it of any right, power, authority or discretion given to it expressly under a Finance Document; or 



	(iii)
	without
prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses to any person, any diminution in value or any
liability whatsoever arising as a result of:



	(A)
	any
act, event or circumstance not reasonably within its control; or



	(B)
	the
general risks of investment in, or the holding of assets in, any jurisdiction, 











including
(in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any
regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Payment Disruption Event);
breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or
strikes or industrial action.  





	(b)
	No
Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent
or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this
clause 32.10 subject to clause 1.3 (Third party rights) and the provisions of the Third Parties Act.



	(c)
	The
Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by
the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by
the Agent for that purpose.



	(d)
	Nothing
in this Agreement shall oblige the Agent or any Arranger to carry out:



	(i)
	any
"know your customer" or other checks in relation to any person; or



	(ii)
	any
check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender, 









on
behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement
in relation to such checks made by the Agent or any Arranger.  




	(e)
	Without
prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection
with any Finance Document or the Charged Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the
date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any
time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated 



111








 


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.  




	32.11
	Lenders' indemnity to the Agent



	(a)
	Each
Lender shall (in proportion (if no part of the Revolving Loans is then outstanding) to its share of the Total Commitments or (at any other time) to its
participation in the Revolving Loans) indemnify the Agent, within five Business Days of demand, against:



	(i)
	any
Losses for negligence or any other category of liability whatsoever incurred by the Agent in the circumstances contemplated pursuant to clause 35.11
(Disruption to Payment Systems etc.) (except if caused solely by the Agent's gross negligence or wilful misconduct or any claim based on the fraud of
the Agent) notwithstanding the Agent's negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent; and



	(ii)
	any
other Losses (otherwise than by reason of the Agent's gross negligence or wilful default) including the costs of any person engaged in accordance with
clause 32.7 (Rights and discretions of the Agent) and any Receiver and any Delegate in acting as its agent under the Finance Documents,






	

	in
each case incurred by the Agent in acting as such under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a
Finance Document or out of the Trust Property) and this clause 32.11 as applied in favour of the Security Agent pursuant to clause 32.21 (Application of certain
clauses to Security Agent) shall be without prejudice to any right to indemnity by law given to trustees generally and any other indemnity in the Security Agent's favour in any
other Finance Document.



	

	The
indemnities contained in this clause 32.11 shall survive the termination or discharge of this Agreement for a period of four calendar years
from the irrevocable and unconditional payment of all sums owing by the Obligors to the Finance Parties under this Agreement and the other Finance Documents.



	(b)
	Subject
to clause 32.11(c), the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to
clause 32.11(a).



	(c)
	Clause 32.11(b)
shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the
Agent to an Obligor.


 



	32.12
	Resignation of the Agent



	(a)
	The
Agent may without giving any reason therefor resign and appoint one of its Affiliates as successor by giving notice to the Lenders, the Security Agent and the
Borrowers.



	(b)
	Alternatively
the Agent may without giving any reason therefor resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case
the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent acting through an office in London.



	(c)
	If
the Majority Lenders have not appointed a successor Agent in accordance with clause 32.12(b) above within 30 days after notice of resignation was
given, the retiring Agent (after consultation with the Borrowers) may appoint a successor Agent.



	(d)
	The
retiring Agent shall, either at the Lenders' expense if it has been required to resign pursuant to clause 32.13 (Replacement of
the Agent) or otherwise at its own cost, make available to the successor Agent such documents and records and provide such assistance 





112







 


as
the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrowers shall, within three Business Days of demand, reimburse
the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. 



	(e)
	The
Agent's resignation notice shall only take effect upon the appointment of a successor.



	(f)
	The
appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the
retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under clause 32.12(d)) but shall remain entitled to the benefit of
clause 14.3 (Indemnity to the Agent, Security Agent) and this clause 32 (and any agency fees for the account of the retiring Agent shall
cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such
successor had been an original Party.



	(g)
	The
Agent shall resign in accordance with paragraph 32.12(b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor
Agent pursuant to paragraph 32.12(c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance
Documents, either:



	(i)
	the
Agent fails to respond to a request under clause 12.5 (FATCA Information) and a Borrower or a Lender
reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;



	(ii)
	the
information supplied by the Agent pursuant to clause 12.5 (FATCA Information) indicates that the Agent
will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or



	(iii)
	the
Agent notifies the Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application
Date;






	

	and
(in each case) a Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the
Agent were a FATCA Exempt Party, and a Borrower or that Lender, by notice to the Agent, requires it to resign.


 



	32.13
	Replacement of the Agent



	(a)
	After
consultation with the Borrowers, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by
giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.



	(b)
	The
retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such
documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.



	(c)
	The
appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the
retiring Agent shall be discharged from any further obligation in respect of the Finance Documents 





113







 


(other
than its obligations under clause 32.13(b)) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). 



	(d)
	Any
successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an
original Party.


 



	32.14
	Confidentiality



	(a)
	In
acting as agent for the Finance Parties, the Agent shall be regarded as acting through its department, division or team directly responsible for the management of
the Finance Documents which shall be treated as a separate entity from any other of its divisions, departments or teams.



	(b)
	If
information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not
be deemed to have notice of it.



	(c)
	Notwithstanding
any other provision of any Finance Document to the contrary, neither the Agent nor any Arranger is obliged to disclose to any other person
(i) any Confidential Information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a
fiduciary duty.


 



	32.15
	Relationship with the Lenders



	(a)
	Subject
to clause 30.8 (Pro rata interest settlement) the Agent may treat the person shown in its records as
each Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as a Lender acting through its Facility
Office:



	(i)
	entitled
to or liable for any payment due under any Finance Document on that day; and



	(ii)
	entitled
to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered
on that day,






	

	unless
it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.



	(b)
	Any
Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to
that Lender or (as the case may be) under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted
under clause 37.5 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of
information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number,
electronic mail address, department and officer by that Lender for the purposes of clause 37.2 (Addresses) and clause 37.5
(Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications,
information and documents as though that person were that Lender.



	(c)
	Each
Lender shall supply the Agent with any information that the Agent may reasonably specify as being necessary or desirable to enable the Agent or the Security
Agent to perform its functions as Agent or Security Agent.



	(d)
	Each
Lender shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent. 





114













 






































	32.16
	Credit appraisal by the Lenders



Without
affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each other Finance Party that it
has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not
limited to: 


	(a)
	the
financial condition, status and nature of each Obligor and other Group Member;



	(b)
	the
legality, validity, effectiveness, adequacy or enforceability of any Finance Document , any Charter Document and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Finance Document or any Charter Document;



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



	(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 Finance
Document or any Charter 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 any Charter 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.


 



	32.17
	Agent's management time and additional remuneration



	(a)
	Any
amount payable to the Agent under clause 14.3 (Indemnity to the Agent and Security Agent),
clause 16 (Costs and expenses) and clause 32.11 (Lenders' indemnity to the Agent) (and in
the case of the Security Agent, as extended to it by virtue of clause 32.21 (Application of certain clauses to Security Agent)) shall include the
cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrowers and the Lenders,
and is in addition to any fee paid or payable to the Agent under clause 11 (Fees).



	(b)
	Without
prejudice to clause (a), in the event of:



	(i)
	a
Default;



	(ii)
	the
Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Agent and the Borrowers agree to be of an exceptional nature or
outside the scope of the normal duties of the Agent under the Finance Documents; or



	(iii)
	the
Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances, 








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	the
Borrowers shall pay to the Agent any additional remuneration that may be agreed between them or determined pursuant to clause 32.17(c).



	(c)
	If
the Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in clause 32.17(b) or whether
additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Agent and approved by
the Borrowers or, failing approval, nominated (on the application of the Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the
investment bank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.


 



	32.18
	Deduction from amounts payable by the Agent



If
any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which
the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that
Party shall be regarded as having received any amount so deducted.  



	32.19
	Common parties



Although
the Agent and the Security Agent may from time to time be the same entity, that entity will have entered into the Finance Documents (to which it is party) in its separate capacities as agent
for the Finance Parties and (as appropriate) security agent and trustee for the Finance Parties. Where any Finance Document provides for the Agent or Security Agent to communicate with or provide
instructions to the other, while they are the same entity, such communication or instructions will not be necessary.  



	32.20
	Security Agent



	(a)
	Each
other Finance Party appoints the Security Agent to act as its agent and (to the extent permitted under any applicable law) trustee under and in connection with
the Security Documents and confirms that the Security Agent shall have a lien on the Security Documents and the proceeds of the enforcement of those Security Documents for all moneys payable to the
beneficiaries of those Security Documents.



	(b)
	Each
other Finance Party authorises the Security Agent:



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



	(ii)
	to
execute each of the Security Documents and all other documents that may be approved by the Agent and/or the Majority Lenders for execution by it.






	(c)
	The
Security Agent accepts its appointment under this clause 32.20 (Security Agent) as trustee of the Trust
Property with effect from the date of this Agreement and declares that it holds the Trust Property on trust for itself, the other Finance Parties (for so long as they are Finance Parties) on and
subject to the terms set out in clauses 32.20 - 32.32 (Indemnity from Trust Property) (inclusive) and the Security Documents to
which it is a party. 





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	32.21
	Application of certain clauses to Security Agent



	(a)
	Clauses 32.7
(Rights and discretions of the Agent), 32.8 (Responsibility for
documentation and other matters), 32.9 (No duty to monitor), 32.10 (Exclusion of
liability), 32.11 (Lenders' indemnity to the Agent), 32.12 (Resignation of the
Agent), 32.13 (Replacement of the Agent), 32.14 (Confidentiality), 32.15
(Relationship with the Lenders), 32.16 (Credit appraisal by the Lenders), 32.17  (Agent's management time and additional
remuneration) and 32.18 (Deduction from amounts payable by the
Agent) shall each extend so as to apply to the Security Agent in its capacity as such and for that purpose each reference to the "Agent" in these clauses shall extend to
include in addition a reference to the "Security Agent" in its capacity as such and, in clause 32.7 (Rights and discretions of the Agent),
references to the Lenders and a group of Lenders shall refer to the Agent.



	(b)
	In
addition, clause 32.12 (Resignation of the Agent) and clause 32.13
(Replacement of the Agent) shall, for the purposes of its application to the Security Agent pursuant to clause 32.21(a), have the following
additional sub-clause inserted after them:



	

	"At
any time after the appointment of a successor, the retiring Security Agent shall do and execute all acts, deeds and documents reasonably required by
its successor to transfer to it (or its nominee, as it may direct) any property, assets and rights previously vested in the retiring Security Agent pursuant to the Security Documents and which shall
not have vested in its successor by operation of law. All such acts, deeds and documents shall be done or, as the case may be, executed at the cost of the Borrowers (except where the Security Agent is
retiring under clause 32.12(a) as extended to it by clause 32.21(a), in which case such costs shall be borne by the Lenders (in proportion to its share of the Total Commitments or, if
the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero)).".



	(c)
	Clause 32.7(e)
shall, for the purposes of its application to the Security Agent pursuant to clause 32.21(a), read as follows:



	

	"The
Security Agent may, at the cost of the Borrowers, rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other
professional advisers or experts (whether obtained by the Security Agent or by any other Party), whether or not liability thereunder is limited by reference to monetary cap or otherwise, and shall not
be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.".



	(d)
	Clause 32.10
(Exclusion of liability) shall, for the purposes of its application to the Security Agent
pursuant to clause 32.21(a), include the following after sub clause 32.10(a)(iii)(B):



	"(C)
	any
shortfall which arises on the enforcement or realisation of the Security Interests created by the Finance Documents.".






	(e)
	Clause 32.14
(Confidentiality) shall, for the purposes of its application to the Security Agent pursuant to
clause 32.21(a), be read and construed as to refer to "its agency and trust department" instead of "its department, division or team directly responsible for the management of the Finance
Documents".



	(f)
	Without
prejudice to the generality of any other provision of this Agreement or any other Security Document, the entry into possession of the Charged Property shall
not render the Security Agent or any Receiver or any Delegate liable to account as mortgagee in possession thereunder (or its equivalent in any other applicable jurisdiction) or take any action which
would expose it to any liability in respect of Environmental Claims in respect of which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or 





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to
be liable for any loss on realisation or for any default or omission on realisation or for any default or omission for which a mortgagee in possession might be liable unless such loss, default or
omission is caused by its own gross negligence or wilful default.  



	(g)
	The
Security Agent shall not be bound to take any steps to ascertain whether any event, condition or act, the happening of which would cause a right or remedy to
become exercisable by the Security Agent or any agent under this Agreement or the other Security Documents has happened or to monitor or supervise the observance and performance by the Borrowers, any
agent or any of the other parties thereto of their respective obligations thereunder and, until it shall have actual knowledge or express notice to the contrary, the Security Agent shall be entitled
to assume that no such event, condition or act has happened and that the Borrowers, the agents and the other parties thereto are observing and performing all their respective obligations thereunder.


 



	32.22
	Instructions to Security Agent



	(a)
	The
Security Agent shall:



	(i)
	unless
a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security
Agent in accordance with any written instructions given to it by the Agent; and



	(ii)
	not
be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above even though it may subsequently be found
that there was a defect on the giving of such instruction.






	(b)
	The
Security Agent shall be entitled (but not obliged) to request instructions, or clarification of any instruction, from the Agent as to whether, and in what
manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives those instructions or that
clarification.



	(c)
	Unless
a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Agent shall override any conflicting instructions
given by any other Parties and will be binding on all Finance Parties.



	(d)
	The
Security Agent may refrain from acting in accordance with any instructions of the Agent until it has received any indemnification and/or security and/or
pre-funding that it may require (which may include payment in advance) for any cost, loss or liability (together with any associated VAT or other applicable tax) which it may incur in complying with
those instructions.



	(e)
	For
the avoidance of doubt, no provision of this Agreement shall require the Security Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity and/or security and/or prefunding against such risk or liability is not assured to it.



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



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





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	(h)
	The
Security Agent shall have no responsibility whatsoever to the Borrowers, the Agent, or any Finance Party as regards any deficiency which might arise because the
Security Agent is subject to any Tax in respect of all or any of the Charged Property, the income therefrom or the proceeds thereof.



	(i)
	Until
the delivery of an enforcement notice pursuant to clause 29.23 (Acceleration), the moneys standing to
the credit of any accounts comprised in the Security Documents shall be dealt with in accordance with the provisions of this Agreement and the Security Documents and the Security Agent shall not be
responsible in such circumstances or at any other time for any liabilities (howsoever described) suffered by any person, whether by reason of depreciation in value or by fluctuation in exchange rates
or otherwise.


 



	32.23
	Security Agent's actions



Without
prejudice to the provisions of clause 32.22 (Instructions to Security Agent) the Security Agent may (but shall not be obliged to), in the
absence of any instructions to the contrary, take such action in the exercise of any of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate and in the
best interests of the Finance Parties.  



	32.24
	Order of application



	(a)
	The
Security Agent agrees to apply the Trust Property and each other beneficiary of the Security Documents agrees to apply all moneys received by it in the exercise
of its rights under the Security Documents in accordance with the following respective claims:



	(i)
	first, as to a sum equivalent to the amounts due and payable (i) to the Security Agent under the Finance
Documents (excluding any amounts received by the Security Agent pursuant to clause 32.11 (Lenders' indemnity to the Agent) as extended to the
Security Agent pursuant to clause 32.21 (Application of certain clauses to Security Agent)), for the Security Agent absolutely and (ii) to
the Agent under the Finance Documents (excluding any amounts received by the Agent pursuant to clause 32.11 (Lenders' indemnity to the Agent))
for the Agent absolutely;



	(ii)
	secondly, as to a sum equivalent to the aggregate amount then due and owing to the other Finance Parties under the
Finance Documents, for those Finance Parties absolutely for application between them in accordance with clause 35.5 (Partial payments);



	(iii)
	thirdly, until such time as the Security Agent is satisfied that all obligations owed to the Finance Parties have
been irrevocably and unconditionally discharged in full, held by the Security Agent on a suspense account for payment of any further amounts owing to the Finance Parties under the Finance Documents
and further application in accordance with this clause 32.24(a) as and when any such amounts later fall due;



	(iv)
	fourthly, to such other persons (if any) as are legally entitled thereto in priority to the Obligors; and



	(v)
	fifthly, as to the balance (if any), for the Obligors by or from whom or from whose assets the relevant amounts were
paid, received or recovered or other person entitled to them.






	(b)
	The
Security Agent and each other beneficiary of the Security Documents shall make each application as soon as is practicable after the relevant moneys are received
by, or otherwise become available to, it save that (without prejudice to any other provision contained in any of the Security Documents) the Security Agent (acting on the instructions of the Agent), 





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any
other beneficiary of the Security Documents or any receiver or administrator may credit any moneys received by it to a suspense account for so long and in such manner as the Security Agent, such
other beneficiary of the Security Documents or such receiver or administrator may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for
the whole of their respective claims against the Borrowers or any other person liable.  



	(c)
	The
Security Agent and/or any other beneficiary of the Security Documents shall obtain a good discharge in respect of the amounts expressed to be due to the other
Finance Parties as referred to in this clause 32.24 by paying such amounts to the Agent for distribution in accordance with clause 35 (Payment
mechanics).


 



	32.25
	Powers and duties of the Security Agent as trustee of the security



In
its capacity as trustee in relation to the Trust Property, the Security Agent: 


	(a)
	shall,
without prejudice to any of the powers, discretions and immunities conferred upon trustees by law (and to the extent not inconsistent with the provisions of
this Agreement or any of the Security Documents), have all the same powers and discretions as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Security
Agent by this Agreement and/or any Security Document but so that the Security Agent may only exercise such powers and discretions to the extent that it is authorised to do so by the provisions of this
Agreement;



	(b)
	shall
(subject to clause 32.24(a) (Order of application)) be entitled (in its own name or in the names of
nominees) to invest moneys from time to time forming part of the Trust Property or otherwise held by it as a consequence of any enforcement of the security constituted by any Finance Document which,
in the reasonable opinion of the Security Agent, it would not be practicable to distribute immediately, by placing the same on deposit in the name or under the control of the Security Agent as the
Security Agent may think fit without being under any duty to diversify the same and the Security Agent shall not be responsible for any loss due to interest rate or exchange rate fluctuations except
for any loss arising from the Security Agent's gross negligence or wilful default and shall not be liable to account for an amount of interest greater than the standard amount that would be payable to
an independent customer;



	(c)
	may,
in the conduct of its obligations under and in respect of the Security Documents, instead of acting personally, employ and pay any agent (whether being a lawyer
or any other person) to transact or concur in transacting any business and to do or concur in doing any acts required to be done by the Security Agent (including the receipt and payment of money) or
may delegate to any person on any terms (including the power to sub-delegate) and on the basis that (i) any such agent or delegate engaged in any profession or business shall be entitled to be
paid all usual professional and other charges for business transacted and acts done by him or any partner or employee of his or her in connection with such employment and (ii) the Security
Agent shall not be bound to supervise, or be responsible for any loss incurred by reason of any act or omission of, any such agent or delegate if the Security Agent shall have exercised reasonable
care in the selection of such agent;



	(d)
	may
place all deeds and other documents relating to the Trust Property which are from time to time deposited with it pursuant to the Security Documents in any safe
deposit, safe or receptacle selected by the Security Agent or with any firm of solicitors or company whose business includes undertaking the safe custody of documents selected by the Security Agent
and may make any such arrangements as it thinks fit for allowing Obligors access to, 



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or
its solicitors or auditors possession of, such documents when necessary or convenient and the Security Agent shall not be responsible for any loss incurred in connection with any such deposit,
access or possession if it has exercised reasonable care in the selection of a safe deposit, safe, receptacle or firm of solicitors or company;  



	(e)
	may,
unless and to the extent the express provisions of any Security Document provide otherwise, do any act or thing in the exercise of any of its duties under the
Finance Documents which in its absolute discretion (in the absence of any instructions of the Agent as to the doing of such act or thing) it deems advisable for the protection and benefit of all the
Finance Parties;



	(f)
	may,
unless the express provisions of any such Security Document provide otherwise, if authorised by the Agent following instructions of all the Lenders or the
Majority Lenders (as the case may be), amend or vary the terms of or waive breaches of or defaults under, or otherwise excuse performance of any provision of, or grant consents under any of the
Security Documents to which it is a party, any such amendment, variation, waiver or consent so authorised to be binding on all the parties hereto and that Security Agent to be under no liability
whatsoever in respect thereof;



	(g)
	shall
not be bound to disclose to any other person (including but not limited to any other Finance Party) (i) any Confidential Information or (ii) any
other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty;



	(h)
	shall
have no responsibility to make any payment, deduction or withholding of any Tax or governmental charge as a result of the Security Agent (i) holding the
Security Interests created by the Finance Documents or (ii) enforcing such Security Interests created by the Finance Documents;



	(i)
	shall
not have or be deemed to have any relationship of trust or agency with, any Obligor; and



	(j)
	shall
have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others
shall be implied) and the role and functions of the Security Agent under this Agreement shall be purely mechanical and administrative in nature and, subject to the terms of this Agreement, acting on
the instructions of the Agent. 




The
rights, powers and discretions conferred upon the Security Agent by this Agreement shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested
in the Security Agent by general law or otherwise. 


Section 1
of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the
Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Agreement, the provisions of this Agreement shall, to the extent allowed by law, prevail and, in the case of any inconsistency with
the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.  



	32.26
	Insurance by Security Agent



Where
the Security Agent is named on any insurance policy (including the Insurances) as an insured party and/or loss payee, the Security Agent shall not be responsible for any loss which may be
suffered by reason of, directly or indirectly, its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, 



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unless
the Agent shall have requested it to do so in writing and the Security Agent shall have failed to do so within 14 days after receipt of that request. The Security Agent shall have no
obligation to, or any liability for any failure to, insure any of the Charged Property.  



	32.27
	Custodians and nominees



The
Security Agent may (to the extent legally permitted) appoint and pay any person to act as a custodian or nominee on any terms in relation to any assets of the trust as the Security Agent may
determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible
for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be
bound to supervise the proceedings or acts of any person if it has exercised reasonable care in the selection of such person.  



	32.28
	Acceptance of title



The
Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any of the Obligors have to any of the Charged Property and shall not
be liable for or bound to require any debtor to remedy any defect in its right or title.  



	32.29
	Refrain from illegality



Notwithstanding
anything to the contrary expressed or implied in the Finance Documents, the Security Agent may refrain from doing anything which in its opinion will or may be contrary to any relevant
law, directive or regulation of any applicable jurisdiction and the Security Agent may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation. 



	32.30
	All enforcement action through the Security Agent



	(a)
	None
of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in favour of the Security Agent
only, or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or
guarantees constituted by such Security Documents except through the Security Agent.



	(b)
	None
of the other Finance Parties shall have any independent power to enforce any of those Security Documents which are executed in their favour or to exercise any
rights, discretions or powers or to grant any consents or releases under or pursuant to such Security Documents or otherwise have direct recourse to the security and/or guarantees constituted by such
Security Documents except with the prior written consent of the Agent (acting through the Security Agent and on the instructions of the Majority Lenders). 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.


 



	32.31
	Co-operation to achieve agreed priorities of application



The
other Finance Parties shall co-operate with each other and with the Security Agent and any receiver or administrator under the Security Documents in realising the property and assets 



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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 32.24(a) (Order of application).  



	32.32
	Indemnity from Trust Property



	(a)
	In
respect of all liabilities, costs or expenses for which the Obligors are liable under this Agreement, the Security Agent and each Affiliate of the Security Agent
and each officer or employee of the Security Agent or its Affiliate (each a Relevant Person) shall be entitled to be indemnified out of the Trust
Property in respect of all liabilities, damages, costs, claims, charges or expenses whatsoever properly incurred or suffered by such Relevant Person:



	(i)
	in
the execution or exercise or bona fide purported execution or exercise of the trusts, rights, powers, authorities, discretions and duties created or conferred by
or pursuant to the Finance Documents;



	(ii)
	as
a result of any breach by an Obligor of any of its obligations under any Finance Document;



	(iii)
	in
respect of any Environmental Claim made or asserted against a Relevant Person which would not have arisen if the Finance Documents had not been executed; and



	(iv)
	in
respect of any matter or thing done or omitted in any way in accordance with the terms of the Finance Documents relating to the Trust Property or the provisions
of any of the Finance Documents.






	(b)
	The
rights conferred by this clause 32.32 are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the
Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection
with any of the Finance Documents or the performance of any duties under any of the Finance Documents. Nothing contained in this clause 32.32 shall entitle the Security Agent or any other
person to be indemnified in respect of any liabilities, damages, costs, claims, charges or expenses to the extent that the same arise from such person's own gross negligence or wilful default.


 



	32.33
	Finance Parties to provide information



The
other Finance Parties shall provide the Security Agent with such written information as it may reasonably require for the purposes of carrying out its duties and obligations under the Security
Documents and, in particular, with such necessary directions in writing so as to enable the Security Agent to make the calculations and applications contemplated by clause 32.24(a)
(Order of application) above and to apply amounts received under, and the proceeds of realisation of, the Security Documents as contemplated by the
Security Documents, clause 35.5 (Partial payments) and clause 32.24(a) (Order of
application).  



	32.34
	No reliance on Security Agent



It
is understood and agreed by each Finance Party (other than the Security Agent) that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition, affairs, status and nature of each Obligor and, accordingly, the Security Agent shall not have any liability or 



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responsibility
for and each other Finance Party warrants to the Security Agent that it has not relied and will not hereafter rely on the Security Agent: 


	(a)
	to
check or enquire on its behalf into the adequacy, accuracy or completeness of any information provided to it by any Obligor or any other person in connection with
any of the Finance Documents, the Charged Property or the transactions therein contemplated (whether or not such information has been or is hereafter circulated to such Finance Party by the Security
Agent);



	(b)
	to
check or enquire on its behalf into the adequacy, accuracy or completeness of any communication delivered to it under any of the Finance Documents, the Charged
Property, any legal or other opinions, reports, valuations, certificates, appraisals or other documents delivered or made or required to be delivered or made at any time in connection with any of the
Finance Documents, the Charged Property, any security to be constituted thereby or any other report or other document, statement or information circulated, delivered or made, whether orally or
otherwise and whether before, on or after the date of this Agreement;



	(c)
	to
check or enquire on its behalf into the due execution, delivery, validity, legality, perfection, adequacy, suitability, performance, enforceability or
admissibility in evidence of any of the Finance Documents, the Charged Property or any other document referred to in paragraph (b) above or of any guarantee, indemnity or security given or
created thereby or any obligations imposed thereby or assumed thereunder;



	(d)
	to
check or enquire on its behalf into the ownership, value, existence or sufficiency of any Charged Property, the priority of any of the Security Interests or the
registration thereof, the right or title of any person in or to any property comprised therein or the existence of any encumbrance affecting the same; or



	(e)
	to
assess or keep under review on its behalf the identity, financial condition, creditworthiness, condition, affairs, status or nature of any Obligor or other Group
Member.


 



	32.35
	Release to facilitate enforcement and realisation



Each
Finance Party acknowledges that pursuant to any enforcement action by the Security Agent (or a Receiver) carried out on the instructions of the Agent it may be desirable for the purpose of such
enforcement and/or maximising the realisation of the Charged Property being enforced against, that any rights or claims of or by the Security Agent (for the benefit of the Finance Parties) and/or any
Finance Parties against any Obligor and/or any Security Interest over any assets of any Obligor (in each case) as contained in or created by any Finance Document, other than such rights or claims or
security being enforced, be released in order to facilitate such enforcement action and/or realisation and, notwithstanding any other provision of the Finance Documents, each Finance Party hereby
irrevocably authorises the Security Agent (acting on the instructions of the Agent) to grant any such releases (and the Security Agent will notify the Lenders through the Agent as soon as reasonably
practicable of such release) to the extent necessary to fully effect such enforcement action and realisation including, without limitation, to the extent necessary for such purposes to execute release
documents in the name of and on behalf of the Finance Parties. Where the relevant enforcement is by way of disposal of shares in an Obligor, the requisite release shall include releases of all claims
(including under guarantees) of the Finance Parties and/or the Security Agent against such Obligor and of all Security Interests over the assets of such Obligor. 



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	32.36
	Undertaking to pay



Each
Obligor which is a Party undertakes with the Security Agent on behalf of the Finance Parties that it will, on demand by the Security Agent, pay to the Security Agent all money from time to time
owing, and discharge all other obligations from time to time incurred, by it under or in connection with the Finance Documents.  



	32.37
	Additional trustees



The
Security Agent shall have power by notice in writing to the other Finance Parties and the Borrowers to appoint any person either to act as separate trustee or as co-trustee jointly with the
Security Agent: 


	(a)
	if
the Security Agent reasonably considers such appointment to be in the best interests of the Finance Parties;



	(b)
	for
the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or



	(c)
	for
the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against any person of a judgment already obtained, 




and
any person so appointed shall (subject to the provisions of this Agreement) have such rights (including as to reasonable remuneration), powers, duties and obligations as shall be conferred or
imposed by the instrument of appointment. The Security Agent shall have power to remove any person so appointed. At the request of the Security Agent, the other parties to this Agreement shall
forthwith execute all such documents and do all such things as may be required to perfect such appointment or removal and each such party irrevocably authorises the Security Agent in its name and on
its behalf to do the same. Such a person shall accede to this Agreement as a Security Agent to the extent necessary to carry out their role on terms satisfactory to the Security Agent and (subject
always to the provisions of this Agreement) have 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.  



	32.38
	Non-recognition of trust



It
is agreed by all the parties to this Agreement that: 


	(a)
	in
relation to any jurisdiction the courts of which would not recognise or give effect to the trusts expressed to be constituted by this clause 32, 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 32 insofar as they relate to the Security Agent in its capacity as trustee for the Finance Parties and the relationship between
themselves and the Security Agent as their trustee may be amended by agreement between the other Finance Parties and the Security Agent. The Security Agent may amend all documents necessary to effect
the alteration of the relationship between the Security Agent and the other Finance Parties and each such other party irrevocably authorises the Security Agent in its name and on its behalf to execute
all documents necessary to effect such amendments. 



125













 






































	32.39
	Security Agent's Ongoing Fees



	(a)
	The
Borrowers shall pay to the Agent and the Security Agent certain fees in accordance with 11 (Fees).



	(b)
	If:



	(i)
	a
Default has occurred; or



	(ii)
	the
Security Agent considers it expedient and/or necessary or is requested by the Borrowers or any Finance Party or group of Finance Parties to undertake duties
which the Security Agent considers to be of an exceptional nature and/or outside the scope of the normal duties of the Security Agent under the Finance Documents (which for the avoidance of doubt
shall include any amendments to the Finance Documents and the time incurred in relation thereto), 









the
Borrowers shall pay to the Security Agent any additional reasonable remuneration (together with any applicable taxes thereon) which shall be calculated by reference to its hourly rates in force
from time to time.  



	32.40
	Interest on Demand



If
the Borrowers fail to pay any amount payable by them to the Security Agent under this Agreement on its due date, interest shall accrue on the overdue amount (and be compounded with it) from the due
date up to the date of actual payment (both before and after judgment and to the extent interest at a default rate is not otherwise being paid on such sum) at the rate which is two per cent. (2%) per
annum over the rate at which the Security Agent was being offered, by prime banks in the London interbank market, deposits in an amount comparable to the unpaid amounts in the currencies of those
amounts for such period(s) as the Security Agent may from time to time select.  



	32.41
	Release of Security



If
all of the amounts owing under the Finance Documents and all other obligations the discharge of which is secured by any of the Security Documents have been fully and finally discharged and none of
the Finance Parties is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to the Borrowers under or pursuant to this
Agreement or any other Finance Document, the trusts herein set out shall be wound up and the Security Agent shall, at the request and cost of the Borrowers and acting on the instructions of the Agent,
release, without recourse or warranty, all of the security then held by it, whereupon the Security Agent, the Agent, the Lenders and the Obligors shall be released from their obligations hereunder
(save for those which arose prior to such winding up).  



	33
	Conduct of business by the Finance Parties



	33.1
	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. 



126







 
	33.2
	Finance Parties acting together



Notwithstanding
clause 2.2 (Finance Parties' rights and obligations), if the Agent makes a declaration under clause 29.23
(Acceleration) the Agent shall, in the names of all the Finance Parties, take such action on behalf of the Finance Parties and conduct such negotiations
with the Borrowers and any Group Members and generally administer the Facility in accordance with the wishes of the Majority Lenders. All the Finance Parties shall be bound by the provisions of this
clause and no Finance Party shall be entitled to take action independently against any Obligor or any of its assets without the prior consent of the Majority Lenders. 


This
clause shall not override clause 32 (Roles of Agent, Security Agent and Arrangers) as it applies to the Security Agent.  



	33.3
	Majority Lenders



Where
any Finance Document provides for any matter to be determined by reference to the opinion of, or to be subject to the consent, approval or request of, the Majority Lenders or for any action to
be taken on the instructions of the Majority Lenders (a majority decision), such majority decision shall (as between the Lenders) only be regarded as
having been validly given or issued by the Majority Lenders if all the Lenders shall have received prior notice of the matter on which such majority decision is required and the relevant majority of
Lenders shall have given or issued such majority decision. However (as between any Obligor and the Finance Parties) the relevant Obligor shall be entitled (and bound) to assume that such notice shall
have been duly received by each Lender and that the relevant majority shall have been obtained to constitute Majority Lenders when notified to this effect by the Agent whether or not this is the case. 



	33.4
	Conflicts



	(a)
	Each
Borrower acknowledges that any Arranger and its parent undertaking, subsidiary undertakings and fellow subsidiary undertakings (together an  Arranger Group) may be providing debt finance, equity capital
or other services (including financial advisory services) to other persons with which the
Borrowers may have conflicting interests in respect of the Facility or otherwise.



	(b)
	No
member of an Arranger Group shall use confidential information gained from any Obligor by virtue of the Facility or its relationships with any Obligor in
connection with their performance of services for other persons. This shall not, however, affect any obligations that any member of an Arranger Group has as Agent in respect of the Finance Documents.
The Borrowers also acknowledge that no member of an Arranger Group has any obligation to use or furnish to any Obligor information obtained from other persons for their benefit.



	(c)
	The
terms parent undertaking, subsidiary undertaking and  fellow subsidiary undertaking when used in this clause
have the meaning given to them in sections 1161 and 1162 of the Companies Act 2006.
 





127







 
	34
	Sharing among the Finance Parties



	34.1
	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 35
(Payment mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance
Documents then: 


	(a)
	the
Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;



	(b)
	the
Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery
been received or made by the Agent and distributed in accordance with clause 35 (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 35.5 (Partial payments).


 



	34.2
	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 35.5 (Partial payments) towards the
obligations of that Obligor to the Sharing Finance Parties.  



	34.3
	Recovering Finance Party's rights



On
a distribution by the Agent under clause 34.2 (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 to
that Recovering Finance Party.  



	34.4
	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. 



128







 
	34.5
	Exceptions



	(a)
	This
clause 34 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and
enforceable claim against the relevant Obligor.



	(b)
	A
Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result
of taking legal or arbitration proceedings in accordance with the terms of this Agreement, if:



	(i)
	it
notified that other Finance Party of the legal or arbitration proceedings; and



	(ii)
	that
other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having
received notice and did not take separate legal or arbitration proceedings.


 






	35
	Payment mechanics



	35.1
	Payments to the Agent



	(a)
	On
each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the
Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.



	(b)
	Payment
shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in
a Participating Member State or London, as specified by the Agent) and with such bank as the Agent specifies.


 



	35.2
	Distributions by the Agent



Each
payment received by the Agent under the Finance Documents for another Party shall, subject to clause 35.3 (Distributions to an Obligor) and
clause 35.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive
payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days'
notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State
or London, as specified by that Party).  



	35.3
	Distributions to an Obligor



The
Agent may (with the consent of the Obligor or in accordance with clause 36 (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.  



	35.4
	Clawback and pre-funding



	(a)
	Where
a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into
or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. 





129







 

	(b)
	Unless
clause 35.4(c) applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount,
then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the
date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.



	(c)
	If
the Agent has notified the Lenders that, pursuant to the Borrowers' request, it is willing to make available amounts for the account of a Borrower before
receiving funds from the Lenders, and such Lenders and the Borrowers agree, then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a
Lender in respect of a sum which it paid to a Borrower:



	(i)
	the
Borrower shall on demand refund it to the Agent; and



	(ii)
	the
Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrowers, shall on demand pay to the Agent the amount (as
certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.


 






	35.5
	Partial payments



	(a)
	If
the Agent receives a payment for application against amounts in respect of any Finance Documents that is insufficient to discharge all the amounts then due and
payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:



	(i)
	first, in or towards payment pro rata of any unpaid amount owing to the Agent, the Security Agent or the Arrangers
under those Finance Documents;



	(ii)
	secondly, in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 32.11
(Lenders' indemnity to the Agent) including any amount resulting from the indemnity to the Security Agent under clause 32.21(a)
(Application of certain clauses to Security Agent);



	(iii)
	thirdly, in or towards payment to the Lenders pro rata of any accrued interest or fee due but unpaid under those
Finance Documents;



	(iv)
	fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid to the Lenders under those
Finance Documents; and



	(v)
	fifthly, in or towards payment pro rata of any other sum due but unpaid to the Finance Parties under the Finance
Documents.






	(b)
	The
Agent shall, if so directed by all the Lenders, vary the order set out in paragraphs (iii) to (v) of clause 35.5(a).



	(c)
	Clauses 35.5(a)
and 35.5(b) above will override any appropriation made by an Obligor.


 



	35.6
	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. 



130







 
	35.7
	Business Days



	(a)
	Any
payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the
preceding Business Day (if there is not).



	(b)
	During
any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.


 



	35.8
	Payments on demand



For
the purposes of clause 29.1 (Non-payment) and subject to the Agent's right to demand interest under clause 8.3
(Default interest), payments on demand shall be treated as paid when due if paid within three Business Days of demand.  



	35.9
	Currency of account



	(a)
	Subject
to clauses 35.9(b) to 35.9(c), dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.



	(b)
	A
repayment of all or part of the Revolving Loans or an Unpaid Sum and each payment of interest shall be made in dollars on its due date.



	(c)
	Each
payment in respect of the amount of any costs, expenses or Taxes or other losses shall be made in dollars and, if they were incurred in a currency other than
dollars, the amount payable under the Finance Documents shall be the equivalent in dollars of the relevant amount in such other currency on the date on which it was incurred.



	(d)
	All
moneys received or held by the Security Agent or by a Receiver under a Security Document in a currency other than dollars may be sold for dollars and the Obligor
which executed that Security Document shall indemnify the Security Agent against the full cost in relation to the sale. Neither the Security Agent nor such Receiver will have any liability to that
Obligor in respect of any loss resulting from any fluctuation in exchange rates after the sale.


 



	35.10
	Change of currency



	(a)
	Unless
otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful
currency of that country, then:



	(i)
	any
reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid
in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrowers); and



	(ii)
	any
translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that
currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).






	(b)
	If
a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrowers) specifies
to be necessary, be amended to comply with any generally accepted conventions and market practice in the Interbank Market and otherwise to reflect the change in currency. 





131







 
	35.11
	Disruption to Payment Systems etc.



If
either the Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Agent is notified by the Borrowers that a Payment Disruption Event has
occurred: 


	(a)
	the
Agent may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation
or administration of the 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 Payment 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 41 (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 35.11; and



	(f)
	the
Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.


 



	35.12
	Impaired Agent



	(a)
	If,
at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in
accordance with clause 35.1 (Payments to the Agent) may instead either pay that amount direct to the required recipient or pay that amount to an
interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of Acceptable Bank and in relation to
which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties
beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.



	(b)
	All
interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their
respective entitlements.



	(c)
	A
Party which has made a payment in accordance with clause 35.1 (Payments to the Agent) shall be discharged of
the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.



	(d)
	Promptly
upon the appointment of a successor Agent in accordance with clause 32.13 (Replacement of the Agent),
each Party which has made a payment to a trust account in accordance with clause 35.1 (Payments to the Agent) shall give all requisite
instructions to 





132







 


the
bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with clause 35.2
(Distributions by the Agent).  




	35.13
	Contractual recognition of bail-in



	(a)
	Notwithstanding
any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts
that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts
to be bound by the effect of:



	(i)
	any
Bail-In Action in relation to any such liability, including (without limitation):



	(A)
	a
reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;



	(B)
	a
conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and



	(C)
	a
cancellation of any such liability; and






	(ii)
	a
variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.






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



	

	Bail-In Action means the exercise of any Write-down and Conversion Powers.



	

	Bail-In Legislation means:



	(a)
	in
relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for
the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and



	(b)
	in
relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers
contained in that law or regulation.






	

	EEA Member Country means any member state of the European Union, Iceland, Liechtenstein and Norway.



	

	EU Bail-In Legislation Schedule means the document described as such and published by the Loan Market
Association (or any successor person) from time to time.



	

	Resolution Authority means any body which has authority to exercise any Write-down and Conversion Powers.



	

	Write-down and Conversion Powers means:



	(a)
	in
relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In
Legislation in the EU Bail-In Legislation Schedule; and 








133







 


	(b)
	in
relation to any other applicable Bail-In Legislation:



	(i)
	any
powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or
affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that
liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those
powers; and



	(ii)
	any
similar or analogous powers under that Bail-In Legislation.


 







	36
	Set-off



A
Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that
Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either
obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. For the purpose of this clause the term "Finance Party" includes each of the relevant Finance
Party's holding companies and subsidiaries and each subsidiary of the relevant Finance Party's holding companies (as defined in the Companies Act 2006).  



	37
	Notices



	37.1
	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.  



	37.2
	Addresses



The
address, and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Obligor or Finance Party for any communication or document to be made
or delivered under or in connection with the Finance Documents is: 



	(i)
	in
the case of any Obligor which is a Party, that identified with its name in Schedule 1 (The original
parties);



	(ii)
	in
the case of any Obligor which is not a Party, that identified in any Finance Document to which it is a party;



	(iii)
	in
the case of the Security Agent, the Agent and any other original Finance Party that identified with its name in Schedule 1 (The
original parties); and



	(iv)
	in
the case of each Lender or other Finance Party, that notified in writing to the Agent on or prior to the date on which it becomes a Party in the relevant
capacity, 





or,
in each case, any substitute address, fax number, or department or officer as an Obligor or Finance Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made
by the Agent) by not less than five Business Days' notice. 



134







 
	37.3
	Delivery



	(a)
	Any
communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:



	(i)
	if
by way of fax, when received in legible form; or



	(ii)
	if
by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed
to it at that address; 









and,
if a particular department or officer is specified as part of its address details provided under clause 37.2 (Addresses), if addressed to
that department or officer.  


	(b)
	Any
communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security
Agent and then only if it is expressly marked for the attention of the department or officer identified in Schedule 1 (The original parties) (or
any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).



	(c)
	All
notices from or to an Obligor shall be sent through the Agent.



	(d)
	Any
communication or document made or delivered to the Borrowers in accordance with this clause will be deemed to have been made or delivered to each of the
Obligors.



	(e)
	Any
communication or document which becomes effective, in accordance with clauses 37.3(a) to 37.3(d) above, after 5:00pm in the place of receipt shall be
deemed only to become effective on the following day.


 



	37.4
	Notification of address and fax number



The
Agent shall notify the other Parties on changing its address or fax number. All other Parties should notify promptly upon change of their address or fax number pursuant to clause 37.2
(Addresses).  



	37.5
	Electronic communication



	(a)
	Any
communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to
the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:



	(i)
	notify
each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means;
and



	(ii)
	notify
each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.






	(b)
	Any
electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic
communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.



	(c)
	Any
electronic communication which becomes effective, in accordance with clause 37.5(b) above, after 5:00 pm in the place of receipt shall be deemed only to
become effective on the following day. 





135







 

	(d)
	In
particular, the Obligors are aware and acknowledge that:



	(i)
	the
unencrypted information is transported over an open, publicly accessible network and can, in principle, be viewed by others, thereby allowing conclusions to be
drawn about a banking relationship;



	(ii)
	the
information can be changed and manipulated by a third party;



	(iii)
	the
sender's identity (sender of any electronic communication) can be assumed or otherwise manipulated;



	(iv)
	the
exchange of information can be delayed or disrupted due to transmission errors, technical faults, disruptions, malfunctions, illegal interventions, network
overload, the malicious blocking of electronic access by third parties, or other shortcomings on the part of the network provider. In certain situations, time-critical orders and instructions might
not be processed on time; and



	(v)
	the
Finance Parties assume no liability for any loss incurred as a result of manipulation of the electronic address or content nor is it liable for any loss incurred
by the Borrowers or any other Obligor due to interruptions and delays in transmission caused by technical problems.






	(e)
	The
Finance Parties are entitled to assume that all the orders and instructions, and communications in general, received from the Borrowers or any other Obligor or a
third party are from an authorised individual, irrespective of the existing signatory rights in accordance with the commercial register (or any other applicable equivalent document) or the specimen
signature provided to any Finance Party. The Obligors shall further procure that all third parties referred to herein agree with the use of electronic communication and are aware of the above terms
and conditions related to the use of electronic communication.


 



	37.6
	English language



	(a)
	Any
notice given under or in connection with any Finance Document shall be in English.



	(b)
	All
other documents provided under or in connection with any Finance Document shall be:



	(i)
	in
English; or



	(ii)
	if
not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless
the document is a constitutional, statutory or other official document.


 






	37.7
	Communication with Agent when Agent is Impaired Agent



If
the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the
provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the
relevant parties directly. This provision shall not operate after a replacement Agent has been appointed. 



136









 






































	38
	Calculations and certificates



	38.1
	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.  



	38.2
	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. 



	38.3
	Day count convention



Any
interest 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.  



	39
	Partial invalidity



If,
at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability
of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.  



	40
	Remedies and waivers



No
failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute
an election to affirm any of the Finance Documents. No election to affirm any of the Finance Documents on the part of any Finance Party shall be effective unless it is in writing. No single or partial
exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the Finance Documents are cumulative and
not exclusive of any rights or remedies provided by law.  



	41
	Amendments and grant of waivers



	41.1
	Required consents



	(a)
	Subject
to clauses 41.2 (All Lender matters) and 41.3 (Other
exceptions), any term of the Finance Documents may be amended or waived with the consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the
rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent) and any such amendment or waiver agreed or given by the Agent will be binding on all the
Finance Parties.



	(b)
	The
Agent may (or, in the case of the Security Documents, instruct the Security Agent to) effect, on behalf of any Finance Party, any amendment or waiver permitted
by this clause 41.



	(c)
	Without
prejudice to the generality of sub-clauses 32.7(c), 32.7(d) and 32.7(e) of clause 32.7 (Rights and discretions of the
Agent), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under
this Agreement. 





137







 

	(d)
	Each
Obligor agrees to any such amendment or waiver permitted by this clause 41 which is agreed to by the Borrowers. This includes any amendment or waiver
which would, but for this clause 41.1(d), require the consent of the Parent.


 



	41.2
	All Lender matters



An
amendment, waiver or discharge or release or a consent of, or in relation to, the terms of any Finance Document that has the effect of changing or which relates to: 


	(a)
	the
definition of "Change of Control" in clause 1.1 (Definitions);



	(b)
	the
definition of "Majority Lenders" in clause 1.1 (Definitions);



	(c)
	the
definition of "Last Availability Date" in clause 1.1 (Definitions);



	(d)
	an
extension to the date of payment of any amount under the Finance Documents;



	(e)
	a
reduction in the Margin or a reduction in the amount of any payment of principal, interest or fees payable or the rate at which they are calculated;



	(f)
	save
as permitted under this Agreement an increase in, or extension of, any Commitment, Ship Commitments 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 of the Lenders pro rata;



	(g)
	a
change to any Borrower or any other Obligor;



	(h)
	any
provision which expressly requires the consent or approval of all the Lenders;



	(i)
	clause 2.2
(Finance Parties' rights and obligations), clause 7.9 (Mandatory prepayment and cancellation following
non-compliance with Sanctions), clause 18.32 (Sanctions), clause 21.11
(Sanctions), clause 30 (Changes to the Lenders), clause 34.1
(Payments to Finance Parties), this clause 41 (Amendments and grant of waivers), clause 44
(Governing law) or clause 45.1 (Jurisdiction of English courts);



	(j)
	the
order of distribution under clause 35.5 (Partial payments);



	(k)
	the
order of distribution under clause 32.24 (Order of application);



	(l)
	the
currency in which any amount is payable under any Finance Document;



	(m)
	the
nature or scope of the Charged Property or the manner in which the proceeds of enforcement of the Security Documents are distributed;



	(n)
	the
nature or scope of the guarantee and indemnity granted under clause 17 (Guarantee and indemnity); or



	(o)
	the
circumstances in which the security constituted by the Security Documents (including the Guarantee) are permitted or required to be released under any of the
Finance Documents, 




shall
not be made, or given, without the prior consent of all the Lenders and must be in writing.  





	41.3
	Other exceptions



	(a)
	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). 





138







 

	(b)
	Amendments
to or waivers in respect of any Finance Document may only be agreed in writing.



	(c)
	Notwithstanding
clauses 41.1 (Required consents), 41.2 (All Lender
matters) and paragraphs (a) and (b) above, 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.


 



	41.4
	Disenfranchisement of Defaulting Lenders



	(a)
	For
so long as a Defaulting Lender has any Commitment, in ascertaining (i) the Majority Lenders or (ii) whether any given percentage (including, for
the avoidance of doubt, unanimity) of the Total Commitments, or the agreement of any specified group of Lenders (whether Majority Lenders, all Lenders or otherwise), has been obtained to approve any
request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitment will be reduced by the amount of its Commitment and, to the extent that the
reduction results in that Defaulting Lender's Commitments being zero and it has no participation in the Revolving Loans, that Defaulting Lender shall be deemed not to be a Lender for the purposes
paragraphs (i) and (ii) above.



	(b)
	For
the purposes of this clause 41.4, the Agent may assume that the following Lenders are Defaulting Lenders:



	(i)
	any
Lender which has notified the Agent that it has become a Defaulting Lender; and



	(ii)
	any
Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition
of Defaulting Lender has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence
reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.


 






	41.5
	Replacement of a Defaulting Lender



	(a)
	The
Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten (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 30 (Changes to
the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a  Replacement
Lender) selected by the Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably) and
which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's
participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding
principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents (or at
any other purchase price approved by all of the other Lenders who are not Defaulting Lenders at the time). 





139







 

	(b)
	Any
transfer of rights and obligations of a Defaulting Lender pursuant to this clause shall be subject to the following conditions:



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



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



	(iii)
	the
transfer must take place no later than 14 days after the notice referred to in clause 41.5(a) above (or such other longer period as agreed by the
Majority Lenders); and



	(iv)
	in
no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the
Finance Documents.


 






	41.6
	Excluded Commitments; "Snooze you lose"



	(a)
	If
any Defaulting Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of
Lenders under the terms of this Agreement within 20 Business Days of that request being made (unless the Borrowers and the Agent agree to a longer time period in relation to any
request):



	(i)
	its
Commitments or its participation in the Revolving Loans shall not be included for the purpose of calculating the Total Commitments or the amount of the Revolving
Loans when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments or the amount of the Revolving Loans has been obtained to approve that
request; and



	(ii)
	its
status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders (whether Majority Lenders, all
Lenders or otherwise) has been obtained to approve that request.






	(b)
	If
any Lender that is not a Defaulting Lender fails to respond to a Relevant Request within 20 Business Days from the Relevant Date (unless the Borrowers and the
Agent agree to a longer time period in relation to any Relevant Request):



	(i)
	its
Commitments or its participation in the Revolving Loans shall not be included for the purpose of calculating the Total Commitments or the amount of the Revolving
Loans when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments or the amount of the Revolving Loans has been obtained to approve that
request; and



	(ii)
	its
status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders (whether Majority Lenders, all
Lenders or otherwise) has been obtained to approve that request. 











For
the purposes of this paragraph (b): 


Relevant Date means the later of 



	(i)
	the
date on which a Relevant Request is made; and



	(ii)
	if
the Agent determines (acting reasonably) that additional information or evidence are required for the Lenders to make an informed decision in respect of that
Relevant Request, the date on which the Agent determines (acting reasonably) that it has been provided with all such information or evidence; and 




140







 



Relevant Request means a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders
under the terms of this Agreement other than an amendment, waiver or consent referred to in clause 41.2 (All Lender matters) excluding
paragraph (h) thereof.  





	41.7
	Releases



Except
with the approval of all 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.


 



	41.8
	Replacement of Screen Rate



Subject
to clause 41.3 (Other exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or
waiver which relates to: 


	(a)
	providing
for the use of a Replacement Benchmark; and 



(b) 



	(i)
	aligning
any provision of any Finance Document to the use of that Replacement Benchmark;



	(ii)
	enabling
that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes
required to enable that Replacement Benchmark to be used for the purposes of this Agreement);



	(iii)
	implementing
market conventions applicable to that Replacement Benchmark;



	(iv)
	providing
for appropriate fall-back (and market disruption) provisions for that Replacement Benchmark; or



	(v)
	adjusting
the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the
application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the
adjustment shall be determined on the basis of that designation, nomination or recommendation), 




may
be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers. 


"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or
committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. 


"Replacement Benchmark" means a benchmark rate which is: 


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



	(i)
	the
administrator of that Screen Rate; or



	(ii)
	any
Relevant Nominating Body, 






141







 



and
if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under
paragraph (ii) above;  




	(b)
	in
the opinion of the Majority Lenders and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate
successor to the Screen Rate; or



	(c)
	in
the opinion of the Majority Lenders and the Borrowers, an appropriate successor to the Screen Rate. 



"Screen Rate Replacement Event" means, in relation to the Screen Rate: 


	(a)
	the
methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Borrowers materially changed; or



	(b)
	


	
(i)
	


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



	(B)
	information
is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or
similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent, 










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



	(ii)
	the
administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that
time, there is no successor administrator to continue to provide that Screen Rate; or



	(iii)
	the
supervisor of the administrator of that Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued; or



	(iv)
	the
administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or






	(c)
	the
administrator of the Screen Rate determines that the Screen Rate should be calculated in accordance with its reduced submissions or other contingency or
fall-back policies or arrangements and either:



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



	(ii)
	that
Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 15 Business Days; or






	(d)
	in
the opinion of the Majority Lenders and the Borrowers, the Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this
Agreement..


 



	42
	Counterparts



Each
Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. 



142







 
	43
	Confidentiality



	43.1
	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 43.2 (Disclosure of
Confidential Information) and clause 43.3 (Disclosure to numbering service providers), and to ensure that all
Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.  



	43.2
	Disclosure of Confidential Information



Any
Finance Party may disclose (without the consent of the Obligors) to (i) any of its Affiliates, employees (including service and settlement employees), officers, representatives or advisers
and (ii) any other person: 


	(a)
	in
the case of a Lender, to (or through) whom that Lender assigns (or may potentially assign) all or any of its rights and obligations under the Finance Documents;



	(b)
	in
the case of a Lender, to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to clause 30.7
(Security over Lenders' rights);



	(c)
	in
the case of a Lender, with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other
transaction under which payments are to be made by reference to, the Finance Documents or any Obligor;



	(d)
	to
whom, and to the extent that, information is required to be disclosed by any applicable law or regulation;



	(e)
	in
order to preserve or enforce any rights any Finance Party may have under the Security Documents;



	(f)
	which
is a rating agency (including its professional advisers) or such Finance Party's professional advisers (including auditors, lawyers, accountants, surveyors,
valuers, insurers, insurance advisors and brokers);



	(g)
	in
the case of the Security Agent, in the course of the performance of its functions under the Finance Documents; or



	(h)
	to
whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory
authority or similar body or by the rules of any relevant stock exchange, 




any
information about any Obligor, the Group and the Finance Documents as that Finance Party shall consider appropriate if any such person has entered into a confidentiality agreement substantially in
the form of the then current form of LMA Confidentiality Letter (Purchaser) for the secondary trading of loans ; and any Finance Party may disclose (with the consent of the Borrowers) to any other
person not included in paragraphs 43.2(a) - 43.2(h) above, any information about any Obligor, the Group and the Finance Documents as that Finance Party shall consider appropriate if any
such person has entered into a confidentiality agreement substantially in the form agreed between the Borrowers and the relevant Finance Party. 



143







 
	43.3
	Disclosure to numbering service providers



	(a)
	Any
Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering
services in respect of this Agreement, the Facility and/or one or more Obligors the following information:



	(i)
	names
of Obligors;



	(ii)
	country
of domicile of Obligors;



	(iii)
	place
of incorporation of Obligors;



	(iv)
	date
of this Agreement;



	(v)
	clause 44
(Governing law);



	(vi)
	the
names of the Agent and the Arranger;



	(vii)
	date
of each amendment and restatement of this Agreement;



	(viii)
	amount
of Total Commitments;



	(ix)
	currency
of the Facility;



	(x)
	type
of the Facility;



	(xi)
	ranking
of the Facility;



	(xii)
	the
term of the Facility;



	(xiii)
	changes
to any of the information previously supplied pursuant to paragraphs 43.3(a)(i) to 43.3(a)(xii) above; and



	(xiv)
	such
other information agreed between such Finance Party and the Borrowers, 











to
enable such numbering service provider to provide its usual syndicated loan numbering identification services.  




	(b)
	The
Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service
provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.



	(c)
	The
Borrowers represent that none of the information set out in clauses 43.3(a)(i) to 43.3(a)(xiii) above is, nor will at any time be, unpublished
price-sensitive information.



	(d)
	The
Agent shall notify the Borrowers and the other Finance Parties of:



	(i)
	the
name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and



	(ii)
	the
number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.


 






	43.4
	Entire agreement



This
clause 43 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. 



144







 
	43.5
	Inside information



Each
of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited
by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful
purpose.  



	43.6
	Banking secrecy laws



	(a)
	Each
Obligor hereby releases each Finance Party and each of its Affiliates and each of its or their officers, directors, employees, head office, professional
advisers, auditors and representatives (together, the Disclosing Party) from any confidentiality obligations or confidentiality restrictions arising
from Swiss law or other applicable banking secrecy and data protection legislation which would prevent a Disclosing Party from disclosing any Confidential Information in accordance with this
clause 43 (Confidentiality).



	(b)
	Each
of the Obligors acknowledges to the Finance Parties that they have as at the date hereof fulfilled and will continue to fulfil their obligations under
applicable data protection legislation (including that of the jurisdiction of incorporation of that Obligor) in relation to personal data of third party individuals which an Obligor may pass on to a
Finance Party from time to time (to enable the latter to comply with its obligations under all applicable laws (including without limitation anti-terrorism and related legislation and the laws of the
jurisdiction of incorporation of that Obligor).


 



	43.7
	Continuing obligations



The
obligations in this clause 43 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of: 


	(a)
	the
date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or
otherwise cease to be available; and



	(b)
	the
date on which such Finance Party otherwise ceases to be a Finance Party.


 



	44
	Governing law



This
Agreement and any non-contractual obligations connected with it are governed by English law.  



	45
	Enforcement



	45.1
	Jurisdiction of English courts



	(a)
	The
courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations
connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a Dispute).



	(b)
	The
Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.



	(c)
	This
clause 45.1 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 





145







 


jurisdiction.
To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.  




	45.2
	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.


146









 







































 
 

  Schedule 1
  The original parties
  
    Borrowers    
    

 


 
 


			
	Name:	 	GAS-three Ltd.
	
Jurisdiction of incorporation	
 	
Bermuda
	
Registration number (or equivalent, if any)	
 	
44211
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
	
Address for service of notices	
 	
Alastair Maxwell, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

  


 


 
 


			
	Name:	 	GAS-four Ltd.
	
Jurisdiction of incorporation	
 	
Bermuda
	
Registration number (or equivalent, if any)	
 	
44210
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
	
Address for service of notices	
 	
Alastair Maxwell, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

  


 


 
 


			
	Name:	 	GAS-five Ltd.
	
Jurisdiction of incorporation	
 	
Bermuda
	
Registration number (or equivalent, if any)	
 	
45104
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
	
Address for service of notices	
 	
Alastair Maxwell, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

 147







 
 


 
 


			
	Name:	 	GAS-sixteen Ltd.
	
Jurisdiction of incorporation	
 	
Bermuda
	
Registration number (or equivalent, if any)	
 	
48624
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
	
Address for service of notices	
 	
Alastair Maxwell, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

  


 


 
 


			
	Name:	 	GAS-seventeen Ltd.
	
Jurisdiction of incorporation	
 	
Bermuda
	
Registration number (or equivalent, if any)	
 	
48625
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
	
Address for service of notices	
 	
Alastair Maxwell, c/o GasLog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

 
 

  Parent    
    

 


 
 


			
	Name	 	GasLog Partners LP
	
Jurisdiction of incorporation	
 	
Marshall Islands
	
Registration number (or equivalent, if any)	
 	
950063
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
	
Address for service of notices	
 	
Alastair Maxwell, c/o Gaslog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

 148







 
 
 

  GasLog Holdings    
    

 


 
 


			
	Name	 	GasLog Partners Holdings LLC
	
Jurisdiction of incorporation	
 	
Marshall Islands
	
Registration number (or equivalent, if any)	
 	
962930
	
English process agent (if not incorporated in England)	
 	
GasLog Services UK Ltd.

C/O 81 Kings Road, London, SW3 4XN
	
Registered office	
 	
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
	
Address for service of notices	
 	
Alastair Maxwell, c/o Gaslog Monaco SAM, Gildo Pastor Center, 7, rue du Gabian, MC98000, Monaco




 

 
 

  The Original Lenders    
    

 


 
 


					
	Name	 	Credit Suisse AG
	
Facility Office, address, fax number and attention details for notices	
 	






 Facility Office:    Address:
	
 	




St. Alban-Graben 1-3

4051 Basel

Switzerland
	

 	
 	
Fax:	
 	
+41 61 266 79 39
	

 	
 	
Attention:	
 	
Ship Finance/Loans Administration
	
Commitment ($)	
 	
300,000,000	
 	
 




 

  


 


 
 


					
	Name	 	 Nordea Bank Abp, Filial I Norge
	
Facility Office, address, fax number and attention details for notices	
 	






 Facility Office:    Address:
	
 	




Essendrops gate 7,

0368 Oslo,

Norway
	

 	
 	
Operations/Administrations:
	

 	
 	
Address:	
 	
Essendrops gate 7,

0368 Oslo

Norway
	

 	
 	
E-mail:	
 	
sls.shipping.norway@nordea.com /

agency.soosid@nordea.com
	

 	
 	
Attention:	
 	
SLS Norway / Agency Norway
	
Commitment ($)	
 	
100,000,000	
 	
 




 

 149







 




 


 
 


					
	Name	 	 The IyoBank, Ltd. Singapore Branch
	
Facility Office, address, fax number and attention details for notices	
 	






 Facility Office:    Address:
	
 	




8 Marina View #15-02

Asia Square Tower 1

Singapore 018960
	

 	
 	
E-mail:	
 	
iyo812fnj52p@iyobank.co.jp
	

 	
 	
Attention:	
 	
Takeki Suzuki
	
Commitment ($)	
 	
50,000,000	
 	
 




 

 
 

  The Agent    
    

 


 
 


					
	Name	 	 Nordea Bank Abp, filial i Norge
	
Facility Office, address, fax number and attention details for notices	
 	
Address:	
 	
Essendrops gate 7,

0368 Oslo,

Norway
	

 	
 	
E-mail:	
 	
sls.shipping.norway@nordea.com /

agency.soosid@nordea.com
	

 	
 	
Attention:	
 	
SLS Norway / Agency Norway




 

 
 

  The Security Agent    
    

 


 
 


					
	Name	 	 Nordea Bank Abp, filial i Norge
	
Facility Office, address, fax number and attention details for notices	
 	
Address:	
 	
Essendrops gate 7,

0368 Oslo,

Norway
	

 	
 	
E-mail:	
 	
sls.shipping.norway@nordea.com /

agency.soosid@nordea.com
	

 	
 	
Attention:	
 	
SLS Norway / Agency Norway




 

  
 

  The Arrangers
  Mandated Lead Arrangers    
    

 


 
 


					
	Name	 	 Credit Suisse AG
	
Name	
 	
 Nordea Bank Abp, filial i Norge




 

 150







 
 
 

  The Global Co-ordinator    
    

 


 
 


					
	Name	 	 Credit Suisse AG
	
Facility Office, address, fax number and attention details for notices	
 	
Address:	
 	
St. Alban-Graben 1-3

4051 Basel

Switzerland
	

 	
 	
Fax:	
 	
+41 61 266 79 39
	

 	
 	
Attention:	
 	
Ship Finance/Loans Administration




 

 
 

  The Bookrunners    
    

 


 
 


					
	Name	 	 Credit Suisse AG
	
Name	
 	
 Nordea Bank Abp, filial i Norge




 

 151









 







































 
 

  Schedule 2
  Ship information    
    


 
    Ship A    
    

 


 
 


			
	Owner:	 	GAS-three Ltd.
	
Ship Name:	
 	
m.v. "GasLog Shanghai"
	
Ship Commitment:	
 	
$112,500,000
	
Flag State	
 	
Bermuda
	
Charter description:	
 	
No charter—subject to the Cool Pool Arrangements
	
Classification:	
 	
✠A1, Liquefied Natural Gas Carrier, 

 , ✠AMS, ✠ACCU, ✠APS, SH, CPS, SHCM. Additional Notations: NIBS, POT, RRDA, ENVIRO+, UWILD, TCM, CRC, SFA 40, SH-DLA, DFD, PMP, RES, PORT, RW
	
Classification Society:	
 	
American Bureau of Shipping
	
IMO number:	
 	
9600528
	
Year of build:	
 	
2013
	
Major Casualty Amount:	
 	
$5,000,000




 

 
 

  Ship B    
    

 


 
 


			
	Owner:	 	GAS-four Ltd.
	
Ship Name:	
 	
m.v. "GasLog Santiago"
	
Ship Commitment:	
 	
$112,500,000
	
Flag State	
 	
Bermuda
	
Charter description:	
 	
A time charter between Gas-four Ltd and the relevant Charterer dated 22 March 2018
	
Charterer:	
 	
Trafigura Maritime Logistics Pte. Ltd of Singapore
	
Classification:	
 	
✠A1, Liquefied Natural Gas Carrier, 

 , ✠AMS, ✠ACCU, ✠APS, SH, CPS, SHCM. Additional Notations: NIBS, POT, RRDA, ENVIRO+, UWILD, TCM, CRC, SFA 40, SH-DLA, DFD, PMP, RES, PORT, RW
	
Classification Society:	
 	
American Bureau of Shipping
	
IMO number:	
 	
9600530
	
Year of build:	
 	
2013
	
Major Casualty Amount:	
 	
$5,000,000




 

 152








 
 
 

  Ship C    
    

 


 
 


			
	Owner:	 	GAS-five Ltd.
	
Ship Name:	
 	
m.v. "GasLog Sydney"
	
Ship Commitment:	
 	
$112,500,000
	
Flag State	
 	
Bermuda
	
Charter description:	
 	
A time charter between Gas-five Ltd. and the relevant Charterer dated 18 June 2018
	
Charterer:	
 	
Cheniere Marketing International LLP of England
	
Classification:	
 	
✠A1, Liquefied Natural Gas Carrier, 

 , ✠AMS, ✠ACCU, ✠APS, SH, CPS, SHCM. Additional Notations: NIBS, POT, RRDA, ENVIRO+, UWILD, TCM, CRC, SFA 40, SH-DLA, DFD, PMP, RES, PORT, RW
	
Classification Society:	
 	
American Bureau of Shipping
	
IMO number:	
 	
9626273
	
Year of build:	
 	
2013
	
Major Casualty Amount:	
 	
$5,000,000




 

 
 

  Ship D    
    

 


 
 


			
	Owner:	 	GAS-sixteen Ltd.
	
Ship Name:	
 	
m.v. "Methane Rita Andrea"
	
Ship Commitment:	
 	
$56,250,000
	
Flag State	
 	
Bermuda
	
Charter description:	
 	
A time charter made between GAS-sixteen Ltd. and the relevant Charterer dated 4 April 2014
	
Charterer:	
 	
Methane Services Limited of England
	
Classification:	
 	
✠A1, Liquefied Natural Gas Carrier, 

 , ✠AMS, ✠ACCU, FL40, SH, SHCM. Additional Notations: NIBS, RRDA, TCM, PMP+,
CRC, SFA 40, SH-DLA
	
Classification Society:	
 	
American Bureau of Shipping
	
IMO Number:	
 	
9307188
	
Year of build:	
 	
2006
	
Major Casualty Amount:	
 	
$3,000,000




 

 153








 
 
 

  Ship E    
    

 


 
 


			
	Owner:	 	GAS-seventeen Ltd.
	
Ship Name:	
 	
m.v. "Methane Jane Elizabeth"
	
Ship Commitment:	
 	
$56,250,000
	
Flag State	
 	
Bermuda
	
Charter description:	
 	
A time charter made between GAS-seventeen Ltd. and the relevant Charterer dated 4 April 2014
	
Charterer:	
 	
Methane Services Limited of England
	
Classification:	
 	
✠A1, Liquefied Natural Gas Carrier, 

 , ✠AMS, ✠ACCU, FL40, SH, SHCM. Additional Notations: NIBS, RRDA, TCM, PMP+,
CRC, SFA 40, SH-DLA
	
Classification Society:	
 	
American Bureau of Shipping
	
IMO number:	
 	
9307190
	
Year of build:	
 	
2006
	
Major Casualty Amount:	
 	
$3,000,000




 

 154









 







































 
 

  Schedule 3
  Conditions precedent    
    


 
    Part 1
  Conditions precedent to first Utilisation    
    



1         Obligors' corporate documents  



	(a)
	A
copy of the Constitutional Documents and, if applicable, a certificate of good standing of each Obligor and each Manager.



	(b)
	A
copy of a resolution of the board of directors of each Obligor and each Manager (or, if applicable, any committee of such board empowered to approve and authorise
the following matters):



	(i)
	approving
the terms of, and the transactions contemplated by, the Finance Documents or any Charter (Relevant
Documents) to which it is a party and resolving that it execute the Relevant Documents to which it is a party;



	(ii)
	authorising
a specified person or persons to execute the Relevant Documents to which it is a party on its behalf; and



	(iii)
	authorising
a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be
signed and/or despatched by it under or in connection with the Relevant Documents to which it is a party.






	(c)
	A
specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and any
related documents.



	(d)
	If
a requirement under the Constitutional Documents of each Obligor or under Bermudian law, a copy of a resolution signed by all the holders of the issued shares in
each Obligor and each Manager, approving the terms of, and the transactions contemplated by, the Relevant Documents to which such Obligor or a Manager is a party.



	(e)
	If
a requirement under the Constitutional Documents of each Obligor or a Manager or under Bermudian law, a copy of a resolution of the board of directors of each
corporate shareholder of each Obligor and each Manager approving the terms of the resolution referred to in paragraph (d) above.



	(f)
	A
copy of any power of attorney under which any person is to execute any of the Relevant Documents on behalf of any Obligor and each Manager.



	(g)
	A
certificate of an authorised signatory of the relevant Obligor and each Manager certifying that each copy document relating to it specified in this Part of this
Schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any such resolutions or power of
attorney have not been revoked. 




2         Charters  



The
Charters for each of Ship B, Ship C, Ship D and Ship E duly executed and with charter tenors which are no less than: 


	(a)
	38 months
ending December 2021 under the Charter in relation to Ship B and which includes a Charterer's option to extend for at least 12 months and up
to 84 months at a daily gross charter rate (before giving effect to any address commissions) of $61,000; 



155







 

	(b)
	18 months
ending June 2020 under the Charter in relation to Ship C which includes a Charterer's option to extend for two (2) consecutive periods, each
one for at least 6 months, at a daily gross charter rate (before giving effect to any address commissions) of $68,750;



	(c)
	72 months
ending April 2020 under the Charter in relation to Ship D at a daily gross charter rate (before giving effect to any address commissions) of
$65,750; and



	(d)
	66 months
ending October 2019 under the Charter in relation to Ship E at a daily gross charter rate (before giving effect to any address commissions) of
$65,750, 



and
otherwise in form satisfactory to the Majority Lenders. 




3         Legal opinions  



Agreed
forms of the following legal opinions, each addressed to the Agent, the Security Agent and the Lenders (and in a form and substance reasonably satisfactory to the Agent, the Lenders) and
capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Facility: 


	(a)
	A
legal opinion of Norton Rose Fulbright on matters of English law.



	(b)
	A
legal opinion of the legal advisers to the Arrangers and the Agent in each jurisdiction (other than England) in which an Obligor is incorporated and/or which is or
is to be the Flag State of a Mortgaged Ship, or in which an Account opened at the relevant time is established. 




4         Other documents and evidence  



	(a)
	Evidence
that any process agent referred to in clause 45.2 (Service of process) or any equivalent provision of
any other Finance Document entered into on or before the first Utilisation Date, if not an Obligor, has accepted its appointment.



	(b)
	Each
Fee Letter duly executed by the parties thereto.



	(c)
	The
Original Financial Statements, together with a Compliance Certificate.


 



	5
	Bank Accounts



Evidence
that any Account required to be established under clause 27 (Bank accounts) has been opened (a) and established with the Account
Bank and that all documents required by the Account Bank in relation to the opening of the Accounts (including disclosure of the ultimate beneficial ownership of each Borrower and any other documents
required for the purpose of completing the "know your customer" process), (b) any Account Security in respect of each such Account has been executed and delivered by the relevant Account Holder
in favour of the Security Agent and/or any of the other Finance Parties and (c) 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. 



156







 
	7
	Existing Indebtedness



	(a)
	Evidence
that the total amount of the Existing Indebtedness has been repaid in full, or will be so repaid in full with the proceeds of the Revolving Loans utilised
on the first Utilisation Date under this Agreement simultaneously with such Utilisations.



	(b)
	Evidence
that all Security Interests over the Ships and their Earnings, Insurances and Requisition Compensation created in relation to the Existing Indebtedness have
been discharged and reassigned to the Borrowers by the Existing Indebtedness Lenders under deeds of releases in form and substance satisfactory to the Agent.


 



	8
	Security



	(a)
	The
Mortgage and the Deed of Covenant or General Assignment in respect of each Ship and, unless the relevant Ship is Ship A, the Charter Assignment for each Ship.



	(b)
	Any
Manager's Undertaking duly executed by the relevant Manager.



	(c)
	Evidence
that the Borrowers are in compliance with clause 26.5 (Notice of assignment) in respect of each Ship.



	(d)
	Except
in the case of Ship A, if the Ship is subject to a charter commitment that falls under the assignment requirements of clause 22.7(b), evidence that the
Borrowers are in compliance with such clause in respect of such charter commitment.



	(e)
	The
Quiet Enjoyment Agreement for each Ship (except Ship A) duly executed by the relevant Owners, the Security Agent and the relevant Charterers.



	(f)
	Duly
executed notices of assignment and acknowledgements required by the relevant Charter Assignment for each Ship (except Ship A).



	(g)
	Other
than the notices of assignment and acknowledgements referred to in paragraph (f) above, duly executed notices of assignment and acknowledgements of
those notices as required by any of the above Security Documents (including notices of assignment and acknowledgements, in agreed form, in respect of the assignment of the Earnings of Ship A in
relation to the Cool Pool Arrangements). 






9         Registration of Ship  



Evidence
that each Ship: 


	(a)
	is
legally and beneficially owned by the relevant Owner and registered in the name of the relevant Owner free from any Security Interests (other than Security
Interests created under the Finance Documents) through the relevant Registry as a ship under the laws and flag of the relevant Flag State;



	(b)
	(except
in the case of Ship A), it has been accepted by the Charterer under the relevant Charter;



	(c)
	is
classed with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;



	(d)
	is
insured in the manner required by the Finance Documents; and



	(e)
	is
otherwise free of any other charter commitment (other than the relevant Charter, where applicable) which would require approval under the Finance Documents and is
not otherwise approved. 



157







 

10       Mortgage registration  



Evidence
that the Mortgage in respect of each Ship has been registered with first priority and/or preferred status against the relevant Ship through the relevant Registry under the laws and flag of
the relevant Flag State.  



	11
	Insurance



In
relation to each Ship's Insurances: 


	(a)
	an
opinion from insurance consultants appointed by the Agent on such Insurances;



	(b)
	evidence
that such Insurances have been placed in accordance with clause 24 (Insurance); and



	(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.


 



	12
	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 each Ship for the purposes of that code;



	(b)
	the
safety management certificate in respect of each Ship issued in accordance with the ISM Code;



	(c)
	the
international ship security certificate in respect of each Ship issued under the ISPS Code; and



	(d)
	if
so requested by the Agent, any other certificates issued under any applicable code required to be observed by each Ship or in relation to its operation under any
applicable law. 




13       Fees and expenses  



Evidence
that the fees, 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.  



	14
	Environmental matters



Copies
of each 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.  



	15
	Consents



Evidence
that any consents required in connection with the registration of title to each Ship, the registration of the Mortgage over each Ship and, if applicable, the assignment of any Charter in
relation to the Ship have been obtained. 



158







 
	16
	Management Agreement



A
copy, certified by an approved person to be a true and complete copy, of the Management Agreement between the relevant Owner and each Manager relating to the appointment of that Manager in respect
of each Ship.  



	17
	Survey report



(If
required by the Agent) A survey report from approved surveyors obtained not more than ten (10) days before the relevant Utilisation Date evidencing that each Ship is seaworthy and capable
of safe operation.  



	18
	Liquidity



Evidence
that the Borrowers are in compliance with clause 19.11 (Liquidity) in respect of each Ship and that the minimum balance required
thereunder in respect of each Ship upon the first Utilisation has been paid into the relevant Earnings Account.  



	19
	Additional documents



Any
other document, authorisation, opinion or assurance required by the Agent.  



	20
	Valuations



Valuations
dated at least five (5) calendar days before but no more than 90 calendar days before the proposed Utilisation and otherwise made in accordance with clause 25
(Minimum security value). 



159







 
 
 

  Part 2    
    
    Conditions precedent to each further Utilisation    
    


1         Value of security  



Other
than in respect of a Rollover Loan, Valuations dated at least five (5) calendar days before but no more than 90 calendar days before the proposed Utilisation of each Ship and otherwise
made in accordance with clause 25 (Minimum security value). 




2         Fees and expenses  



Evidence
that the fees, 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. 



160









 







































 
 

  Schedule 4
  Utilisation Request    
    

 


 
 


			
	From:	 	 GAS-three Ltd.

GAS-four Ltd.

GAS-five Ltd.

GAS-sixteen Ltd.

GAS-seventeen Ltd.
	
 To:	
 	
 Nordea Bank Abp, filial i Norge as Agent
	
 Dated:	
 	
[·]
	
 Dear Sirs  $450,000,000 Facility Agreement dated [·] 2019 (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 [a Revolving Loan under each of the Revolving Loan Ship Tranches on the following terms: 


 


 
 


			
	         Proposed Utilisation Date:
	 	 [·] (or, if that is not a Business Day, the next Business
Day)

	         Amount:
	 	 $[·] of which $[·] is related to Rollover Loans




 

 	3
	We
confirm that each condition specified in clause 4.3 (Further conditions precedent) is satisfied on the date
of this Utilisation Request.



	4
	We
further confirm that on the basis of the most recent valuations made in accordance with clause 25 (Minimum Security
Value):



	(a)
	the
Security Value as at the Proposed Utilisation Date is
$[    ·    ];



	(b)
	the
Security Value is [    ·    ]% of the aggregate of
the current outstanding Revolving Loans and the Revolving Loans requested under this notice. The applicable Margin is therefore
[    ·    ]% per annum; and



	(c)
	the
total amount advanced under all of the Revolving Loan Ship Tranches under the facility including the Revolving Loans requested under this notice is
$[    ·    ], which does not exceed 75% of the aggregate of the market values of all Ships
as at the Proposed Utilisation Date.






	5
	The
Revolving Loans [refinance the Existing Indebtedness][specify
other] and its proceeds should be credited to the Earnings Account of each Ship for the amounts set out below: 




[Ship
A: $[    ·    ]; 


Ship
B: $[    ·    ]; 


Ship
C: $[    ·    ]; 


Ship
D: $[    ·    ]; 


Ship
E: $[    ·    ];] 




	6
	We
attach to this Utilisation Request a set of valuations obtained in accordance with clause 25 (Minimum security
value) in accordance with clause 4.3 (Further conditions precedent). 


161







 
	7
	We
confirm that we will use the proceeds of the Revolving Loans for our benefit and under our full responsibility and exclusively for the purposes specified in the
Agreement.



	8
	We
confirm that the Interest Period for the said Revolving Loans shall be three (3) months [or specify other interest period
if agreed with all Lenders under clause 9.1(a)].



	9
	This
Utilisation Request is irrevocable and cannot be varied without the prior consent of the Majority Lenders. 


 


 
 


			
	Yours faithfully	 	 
	
 






  authorised signatory for
 GAS-three LTD.	
 	
 
	
  






  authorised signatory for
 GAS-four LTD.	
 	
 
	
 






  authorised signatory for
 GAS-five LTD.	
 	
 
	
  






  authorised signatory for
 GAS-sixteen LTD.	
 	
 
	
 






  authorised signatory for
 GAS-seventeen LTD.	
 	
 



 

 162









 







































 
 

  Schedule 5
  Form of Compliance Certificate    
    

 


 
 


			
	To:	 	 Nordea Bank Abp, filial i Norge as Agent
	
From:	
 	
GasLog Partners LP
	
Dated:	
 	
[·]



 

 Dear
Sirs 


$450,000,000 Facility Agreement dated [    ·    ] 2019 (the
Agreement)


	1
	We
refer to the Agreement. This is a Compliance Certificate. Terms defined in clause 20.1 (Financial
definitions) of the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.



	2
	We
confirm that by reference to the [Semi-Annual][Annual] Financial Statements for the Group for the financial period
ending on [    ·    ] attached hereto:



	(a)
	Leverage: the Maximum Leverage is
[    ·    ]% (being
$[    ·    ] Total Indebtedness divided by
$[    ·    ] Total Assets). [Requirement being that
the Maximum Leverage shall be less than 65%]; and



	(b)
	Free Liquidity: our Free Liquidity is
$[    ·    ] (which represents Free Liquidity and more than $45,000,000).  [Requirement that Free Liquidity is,
 at all times, not less than $45,000,000].






	3
	In
order to demonstrate our confirmations in paragraph 2, we attach:



	(a)
	two
valuations of all of the Ships from [    ·    ] and
[    ·    ], each being Approved Brokers referred to in clause 25.8
(Approved Brokers) of the Agreement and prepared in accordance with clause 19.2 (Provision and contents of Compliance
Certificate and valuations) and clause 25 (Minimum security value) of the Agreement;



	(b)
	valuations
of all other assets owned wholly or in part by the Group prepared in accordance with clause 25.4 of the Agreement
(Valuations procedure); [and]



	(c)
	[reconciliations
prepared by us as to the difference between the book value of the assets referred to in 3(a) [(and (b))] and
their market values as demonstrated by the valuations referred to in 3(a) [(and (b))]; and]



	(d)
	marked-to-market
valuations of all Treasury Transactions entered into by a member of the Group reconciled against the
[Semi-Annual][Annual] Financial Statements.






	4
	We
confirm that each Borrower's Earnings Account has an amount of at least $1,500,000 standing to its credit.



	5
	We
confirm that no Event of Default is continuing [If this statement cannot be made, the certificate should identify any Event of
Default that is continuing and the steps, if any, being taken to remedy it.] 


 


 
 


			
	Signed by:	 	 
	
  






 Chief Financial Officer

For and on behalf of
 GASLOG PARTNERS LP	
 	
 




 

 163









 






































 Schedule 6

Form of Transfer Certificate  

 


 
 


			
	To:	 	 Nordea Bank Abp, filial i Norge as Agent
	
 From:	
 	
[The Existing Lender] (the Existing Lender) and [The New Lender] (the
New Lender)




 

 Dated:



 $450,000,000 Facility Agreement dated [    ·    ] 2019  (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 30.5 (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 Revolving Loans under the Agreement as specified in the Schedule.



	(b)
	The
Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and
participations in the Revolving Loans under the Agreement specified in the Schedule.



	(c)
	The
New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b)
above.



	(d)
	The
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 37.2
(Addresses) are set out in the Schedule.






	3
	The
New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in sub-clause 30.4(c) of clause 30.4
(Limitation of responsibility of Existing Lenders).



	4
	The
New Lender confirms that it is [not] a Group Member or an Affiliate of any Group Member.



	5
	This
Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of
this Transfer Certificate.



	6
	[Consider including reference to accession to an intercreditor agreement, mortgage or other Finance Documents to which Lenders may
need to be party and checklist of steps necessary for the New Lender to obtain the benefit of the Security Documents.]



	7
	This
Transfer Certificate and any non-contractual obligations connected with it are governed by English law.



	8
	This
Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. 



Note: The execution of this Transfer Certificate alone may not assign a proportionate share of the Existing Lender's interest in the Security Interests constituted by the
Security Documents in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect an assignment of such a share
in the Existing Lender's interest in the Security Interests constituted by the Security Documents in any jurisdiction and, if so, to arrange for execution of those documents and completion of those
formalities.


164







 
 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. 


Nordea Bank Abp, filial i Norge as Agent

By: 


165









 






































 Schedule 7

Forms of Notifiable Debt Purchase Transaction Notice  


 Part 1  


 Form of Notice on Entering into Notifiable Debt Purchase Transaction  

 


 
 


			
	To:	 	 Nordea Bank Abp, filial i Norge as Agent
	
From:	
 	
[The Lender]
	
Dated:	
 	
 




 

  $450,000,000 Facility Agreement dated [    ·    ] 2019 (the Agreement)  


	1
	We
refer to clause 31.3(b) of the Agreement. Terms defined in the Agreement have the same meaning in this notice unless given a different meaning in this
notice.



	2
	We
have entered into a Notifiable Debt Purchase Transaction.



	3
	The
Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below. 


 


 
 


				
	 	Commitment	 	 Amount of our Commitment to which Notifiable Debt Purchase Transaction relates
	
 	
[·]	
 	
 [insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]




 

 [Lender]


 


 
 


			
	 	 	By:




 

 166







 
 Part 2  


 Form of Notice on Termination of Notifiable Debt Purchase Transaction / Notifiable Debt Purchase Transaction ceasing to be with a Parent Affiliate  

 


 
 


			
	To:	 	 Nordea Bank Abp, filial i Norge as Agent
	
From:	
 	
[The Lender]
	
Dated:	
 	
 




 

  $450,000,000 Facility Agreement dated [    ·    ] 2019 (the Agreement)  


	4
	We
refer to clause 31.2 (Prohibition on Debt Purchase Transactions by the Group) of the Agreement. Terms defined
in the Agreement have the same meaning in this notice unless given a different meaning in this notice.



	5
	A
Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated
[    ·    ] has [terminated]/[ceased to be with a
Parent Affiliate].



	6
	The
Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below. 


 


 
 


				
	 	Commitment	 	 Amount of our Commitment to which Notifiable Debt Purchase Transaction relates (Base Currency)
	
 	
[·]	
 	
 [insert amount (of Commitment) to which the relevant Debt Purchase Transaction applies]




 

 [Lender]


 


 
 


			
	 	 	By:




 

 167









 







































 
 

  Schedule 8
  Reduction Schedule    
    


        For each of Ship A, Ship B and Ship C: 

 


 
 


					
	Reduction Date



 
	 	Amount ($) 	 
	 First
	 	 	1,545,000	 
	 Second
	 	 	1,545,000	 
	 Third
	 	 	1,545,000	 
	 Fourth
	 	 	1,545,000	 
	 Fifth
	 	 	1,545,000	 
	 Sixth
	 	 	1,545,000	 
	 Seventh
	 	 	1,545,000	 
	 Eighth
	 	 	1,545,000	 
	 Ninth
	 	 	1,545,000	 
	 Tenth
	 	 	1,545,000	 
	 Eleventh
	 	 	1,545,000	 
	 Twelfth
	 	 	1,545,000	 
	 Thirteenth
	 	 	1,545,000	 
	 Fourteenth
	 	 	1,545,000	 
	 Fifteenth
	 	 	1,545,000	 
	 Sixteenth
	 	 	1,545,000	 
	 Seventeenth
	 	 	1,545,000	 
	 Eighteenth
	 	 	1,545,000	 
	 Nineteenth
	 	 	1,545,000	 
	 Twentieth
	 	 	83,145,000	 
	 Total
	 	 	112,500,000	 




 

         For
each of Ship D and E: 

 


 
 


					
	Reduction Date



 
	 	Amount ($) 	 
	 First
	 	 	1,361,000	 
	 Second
	 	 	1,361,000	 
	 Third
	 	 	1,361,000	 
	 Fourth
	 	 	1,361,000	 
	 Fifth
	 	 	1,361,000	 
	 Sixth
	 	 	1,361,000	 
	 Seventh
	 	 	1,361,000	 
	 Eighth
	 	 	1,361,000	 
	 Ninth
	 	 	1,361,000	 
	 Tenth
	 	 	1,361,000	 
	 Eleventh
	 	 	1,361,000	 
	 Twelfth
	 	 	1,361,000	 
	 Thirteenth
	 	 	1,361,000	 
	 Fourteenth
	 	 	1,361,000	 
	 Fifteenth
	 	 	1,361,000	 
	 Sixteenth
	 	 	1,361,000	 
	 Seventeenth
	 	 	1,361,000	 
	 Eighteenth
	 	 	1,361,000	 
	 Nineteenth
	 	 	1,361,000	 
	 Twentieth
	 	 	30,391,000	 
	 Total
	 	 	56,250,000	 




 

 168









 







































 
 

  SIGNATURES    
    








THE BORROWERS  

 


 
 


					
	 GAS-three LTD.
	 	)	 	





  
	 By:
	 	)	 	 
	 GAS-four LTD.
	 	 )
	 	 








 
	 By:
	 	)	 	 
	 GAS-five LTD.
	 	 )
	 	 







 
	 By:
	 	)	 	 
	 GAS-sixteen LTD.
	 	 )
	 	 







 
	 By:
	 	)	 	 
	 GAS-seventeen LTD.
	 	 )
	 	 








 
	 By:
	 	)	 	 




 

 





THE GUARANTORS  

 


 
 


					
	 EXECUTED as a DEED
	 	)	 	 
	 By
	 	)	 	 
	 for and on behalf of
	 	)	 	





  
	 GASLOG PARTNERS LP
	 	)	 	Authorised Signatory
	 as Parent and Guarantor
	 	)	 	 
	 in the presence of:
	 	)	 	 
	                                         
                    
	 	  
	 	  

	 Witness
	 	 	 	 
	 Name:
	 	 	 	 
	 Address:
	 	 	 	 
	 Occupation:
	 	 	 	 
	 EXECUTED as a DEED
	 	 )
	 	  

	 By
	 	)	 	 
	 for and on behalf of
	 	)	 	 
	 GASLOG PARTNERS HOLDINGS LLC
	 	)	 	





  
	 as Guarantor
	 	)	 	Authorised Signatory
	 in the presence of:
	 	)	 	 
	                                         
                    
	 	  
	 	  

	 Witness
	 	 	 	 
	 Name:
	 	 	 	 
	 Address:
	 	 	 	 
	 Occupation:
	 	 	 	 




 

 169







 







THE ARRANGERS  

 


 
 


					
	 CREDIT SUISSE AG
	 	)	 	





  
	 as Mandated Lead Arranger
	 	)	 	 Attorney-in-fact
	 By:
	 	)	 	 
	 NORDEA BANK ABP, FILIAL I NORGE
	 	 )
	 	 







 
	 as Mandated Lead Arranger
	 	)	 	 Attorney-in-fact
	 By:
	 	)	 	 
	 THE ORIGINAL LENDERS
	 	  
	 	  

	 CREDIT SUISSE AG
	 	 )
	 	 








 
	 By:
	 	)	 	 Attorney-in-fact
	 NORDEA BANK ABP, FILIAL I NORGE
	 	 )
	 	 







 
	 By:
	 	)	 	 Attorney-in-fact
	 THE IYOBANK, LTD. SINGAPORE BRANCH
	 	 )
	 	 







 
	 By:
	 	)	 	 Attorney-in-fact
	 THE GLOBAL CO-ORDINATOR
	 	  
	 	  

	 CREDIT SUISSE AG
	 	 )
	 	 







 
	 By:
	 	)	 	Authorised signatory
	 THE BOOKRUNNERS
	 	  
	 	  

	 CREDIT SUISSE AG
	 	 )
	 	 







 
	 By:
	 	)	 	 Attorney-in-fact
	 NORDEA BANK ABP, FILIAL I NORGE
	 	 )
	 	 







 
	 By:
	 	)	 	 Attorney-in-fact
	 THE AGENT
	 	  
	 	  

	 NORDEA BANK ABP, FILIAL I NORGE
	 	 )
	 	 







 
	 By:
	 	)	 	 Attorney-in-fact
	 THE SECURITY AGENT
	 	  
	 	  

	 NORDEA BANK ABP, FILIAL I NORGE
	 	 )
	 	 







 
	 By:
	 	)	 	 Attorney-in-fact




 

 170











QuickLinks



Exhibit 4.23


THE ENTITIES LISTED IN SCHEDULE 1 as Borrowers

CREDIT SUISSE AG NORDEA BANK ABP, FILIAL I NORGE as mandated lead arrangers (together as Arrangers)

with NORDEA BANK ABP, FILIAL I NORGE as Agent

NORDEA BANK ABP, FILIAL I NORGE as Security Agent

CREDIT SUISSE AG NORDEA BANK ABP, FILIAL I NORGE as Bookrunners

CREDIT SUISSE AG as Global Co-ordinator

guaranteed by GASLOG PARTNERS LP and GASLOG PARTNERS HOLDINGS LLC

FACILITY AGREEMENT for $450,000,000 Revolving Credit Facility


Contents


"NOTICE OF MORTGAGE


Schedule 1 The original parties Borrowers

Parent

GasLog Holdings

The Original Lenders

The Agent

The Security Agent

The Arrangers Mandated Lead Arrangers

The Global Co-ordinator

The Bookrunners


Schedule 2 Ship information

Ship A

Ship B

Ship C

Ship D

Ship E



Schedule 3 Conditions precedent

Part 1 Conditions precedent to first Utilisation

Part 2 Conditions precedent to each further Utilisation



Schedule 4 Utilisation Request


Schedule 5 Form of Compliance Certificate



Schedule 8 Reduction Schedule


SIGNATURES