Exhibit
10.6


 








Dated
           , 2014


 


GAS-four
LTD.



and



GASLOG LNG SERVICES LTD.


  


SHIP
MANAGEMENT AGREEMENT



in respect of the Vessel, “GasLog Santiago”









    	 



    	



    

TABLE
OF CONTENTS


 





	CLAUSE
    NO.	 	PAGE
	 	 	 	 	 	 
	1.	 	DEFINITIONS AND INTERPRETATION	 	1	 
	2.	 	APPOINTMENT OF MANAGERS	 	6	 
	3.	 	MANAGEMENT SERVICES	 	6	 
	4.	 	MANAGERS’ OBLIGATIONS	 	17	 
	5.	 	OWNERS’ OBLIGATIONS	 	18	 
	6.	 	INSURANCE POLICIES	 	18	 
	7.	 	MANAGEMENT FEE	 	19	 
	8.	 	VESSEL EXPENSES	 	20	 
	9.	 	MANAGERS’ RIGHT TO SUB-CONTRACT	 	21	 
	10.	 	RESPONSIBILITIES	 	21	 
	11.	 	DOCUMENTATION	 	23	 
	12.	 	DEPLOYMENT OF THE VESSEL	 	24	 
	13.	 	AUDITING	 	24	 
	14.	 	INSPECTION OF VESSEL	 	25	 
	15.	 	COMPLIANCE WITH LAWS AND REGULATIONS ETC.	 	25	 
	16.	 	DURATION OF THE AGREEMENT	 	25	 
	17.	 	TERMINATION	 	25	 
	18.	 	MISCELLANEOUS	 	27	 
	19.	 	LAW AND ARBITRATION	 	27	 
	20.	 	NOTICES AND BANK ACCOUNTS	 	28	 







 


ANNEX
“A”

DETAILS OF VESSEL


 


ANNEX
“B”

DETAILS OF CREW / OFFICERS RATINGS


 


ANNEX
“C”

INITIAL BUDGET


 


ANNEX
“D”





OPERATIONAL
AND MAINTENANCE PROTOCOL



    	i



    	



    












ANNEX
“E”

PERMANENT INSTRUCTIONS


 


ANNEX
“F”

FORM OF ACCOUNTING SYSTEM


 


ANNEX
“G”

CONFIDENTIALITY AGREEMENT


 


ANNEX
“H”

INCENTIVE BONUS PLAN


 


ANNEX
“I”

PRIMARY TERMINALS



    	ii



    	



    






THIS
SHIP MANAGEMENT AGREEMENT is made the _____ day of _______, 2014


 


BETWEEN:


 


		(1)	GAS-four
                                                                                                                                                                                 Ltd.,
                                                                                                                                                                                 a
                                                                                                                                                                                 company
                                                                                                                                                                                 incorporated
                                                                                                                                                                                 under
                                                                                                                                                                                 the
                                                                                                                                                                                 laws
                                                                                                                                                                                 of
                                                                                                                                                                                 Bermuda
                                                                                                                                                                                 and
                                                                                                                                                                                 having
                                                                                                                                                                                 its
                                                                                                                                                                                 registered
                                                                                                                                                                                 office
                                                                                                                                                                                 at
                                                                                                                                                                                 Clarendon
                                                                                                                                                                                 House,
                                                                                                                                                                                 2
                                                                                                                                                                                 Church
                                                                                                                                                                                 Street,
                                                                                                                                                                                 Hamilton,
                                                                                                                                                                                 HM11,
                                                                                                                                                                                 Bermuda
                                                                                                                                                                                 (the
                                                                                                                                                                                 “Owners”);



 


		(2)	GasLog
                                                                                                                                                                                 LNG
                                                                                                                                                                                 Services
                                                                                                                                                                                 Ltd.,
                                                                                                                                                                                 a
                                                                                                                                                                                 company
                                                                                                                                                                                 incorporated
                                                                                                                                                                                 in
                                                                                                                                                                                 Bermuda
                                                                                                                                                                                 and
                                                                                                                                                                                 having
                                                                                                                                                                                 a
                                                                                                                                                                                 branch
                                                                                                                                                                                 office
                                                                                                                                                                                 at
                                                                                                                                                                                 69
                                                                                                                                                                                 Akti
                                                                                                                                                                                 Miaouli,
                                                                                                                                                                                 Piraeus
                                                                                                                                                                                 GR
                                                                                                                                                                                 18537,
                                                                                                                                                                                 Greece
                                                                                                                                                                                 (the
                                                                                                                                                                                 “Managers”).



 


WHEREAS:


 


		(A)	The
                                                                                                                                                                                 Owners,
                                                                                                                                                                                 as
                                                                                                                                                                                 of
                                                                                                                                                                                 the
                                                                                                                                                                                 Effective
                                                                                                                                                                                 Date,
                                                                                                                                                                                 are
                                                                                                                                                                                 the
                                                                                                                                                                                 registered
                                                                                                                                                                                 owners
                                                                                                                                                                                 of
                                                                                                                                                                                 the
                                                                                                                                                                                 155,000
                                                                                                                                                                                 m3
                                                                                                                                                                                 Liquefied
                                                                                                                                                                                 Natural
                                                                                                                                                                                 Gas
                                                                                                                                                                                 Carrier
                                                                                                                                                                                 “GasLog
                                                                                                                                                                                 Santiago”
                                                                                                                                                                                 (the
                                                                                                                                                                                 “Vessel”)
                                                                                                                                                                                 as
                                                                                                                                                                                 more
                                                                                                                                                                                 particularly
                                                                                                                                                                                 described
                                                                                                                                                                                 in
                                                                                                                                                                                 Annex “A”
                                                                                                                                                                                 hereto
                                                                                                                                                                                 and
                                                                                                                                                                                 wish
                                                                                                                                                                                 to
                                                                                                                                                                                 engage
                                                                                                                                                                                 the
                                                                                                                                                                                 Managers
                                                                                                                                                                                 to
                                                                                                                                                                                 manage
                                                                                                                                                                                 and
                                                                                                                                                                                 operate
                                                                                                                                                                                 the
                                                                                                                                                                                 Vessel;



 


		(B)	The
                                                                                                                                                                                 Managers,
                                                                                                                                                                                 being
                                                                                                                                                                                 fully
                                                                                                                                                                                 experienced,
                                                                                                                                                                                 qualified
                                                                                                                                                                                 and
                                                                                                                                                                                 able
                                                                                                                                                                                 vessel
                                                                                                                                                                                 managers,
                                                                                                                                                                                 wish
                                                                                                                                                                                 to
                                                                                                                                                                                 manage
                                                                                                                                                                                 and
                                                                                                                                                                                 operate
                                                                                                                                                                                 the
                                                                                                                                                                                 Vessel
                                                                                                                                                                                 subject
                                                                                                                                                                                 to
                                                                                                                                                                                 and
                                                                                                                                                                                 in
                                                                                                                                                                                 accordance
                                                                                                                                                                                 with
                                                                                                                                                                                 the
                                                                                                                                                                                 terms
                                                                                                                                                                                 set
                                                                                                                                                                                 out
                                                                                                                                                                                 in
                                                                                                                                                                                 this
                                                                                                                                                                                 Agreement.



 


IT
IS AGREED AS FOLLOWS:


 


		1.	DEFINITIONS
                                                                                                                                                                                                     AND
                                                                                                                                                                                                     INTERPRETATION



 


		1.1.	Definitions



 


In
this Agreement save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned
to them:


 


“Affiliate”
means any entity which, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under
common Control with that party;


 


“Agreement”
means this ship management agreement including the Annexes attached hereto as amended from time to time in accordance with
the terms hereof;


 


“Annual
Budget” shall have the meaning ascribed to it in Clause 3.3.2 below;


 


“Charter”
means any future charter entered into between the Owners and any future charterer of the Vessel notified to the Managers pursuant
to Clause 5.3;


 










“Charterers”
means any future charterers of the Vessel notified to the Managers pursuant to Clause 5.3;



    	 



    	



    







“Communication
Expenses” means the costs incurred by the Managers in performing the Management Services and for the account of the
Owners in respect of all communications between the shore and the Vessel as detailed in the Annual Budget;


 


“Control”
and “Controlled” mean the holding of power to direct or cause the direction of management, policies and
decisions of a company, corporation, partnership or other entity including, without limitation, through control by direct or indirect
means of not less than fifty per cent (50%) of the voting rights in such company, corporation, partnership or other entity;


 


“Crew”
means the Officers and Ratings and any other individual who has signed Articles on the Vessel and is employed from time to
time by the Managers under Managers’ obligation to provide the Management Services;


 


“Crew
Insurances” means insurances against crew risks which shall include, but not be limited to, death, sickness, repatriation,
injury, shipwreck and loss of personal effects;


 


“Crew
Support Costs” means all expenses of a general nature which are not particularly referable to any individual vessel
for the time being managed by the Managers and which are incurred by the Managers for the purpose of providing efficient and economic
Management Services and, without prejudice to the generality of the foregoing, shall include the cost of crew standby pay, training
schemes for officers and ratings, cadet training schemes, sick pay, study pay, recruitment and interviews;


 


“Dollar”
or “US$” means the currency of the United States of America;


 


“EDP
Expenses” means the costs of any new computer software or hardware (including licensing, maintenance, installation and
training costs) that may be installed or developed, in relation to the Vessel;


 


“Effective
Date” means the date of this Agreement;


 


“Emergency
Situation” means an emergency situation that:


 


		(i)	involves
                                                                                                                                                                                     a
                                                                                                                                                                                     threat
                                                                                                                                                                                     to
                                                                                                                                                                                     human
                                                                                                                                                                                     life;



 


		(ii)	involves
                                                                                                                                                                                      a
                                                                                                                                                                                      risk
                                                                                                                                                                                      of
                                                                                                                                                                                      loss
                                                                                                                                                                                      of
                                                                                                                                                                                      the
                                                                                                                                                                                      Vessel
                                                                                                                                                                                      or
                                                                                                                                                                                      its
                                                                                                                                                                                      cargo
                                                                                                                                                                                      or
                                                                                                                                                                                      of
                                                                                                                                                                                      serious
                                                                                                                                                                                      damage
                                                                                                                                                                                      to
                                                                                                                                                                                      the
                                                                                                                                                                                      Vessel;



 


		(iii)	involves
                                                                                                                                                                                       a
                                                                                                                                                                                       risk
                                                                                                                                                                                       of
                                                                                                                                                                                       the
                                                                                                                                                                                       Vessel
                                                                                                                                                                                       causing
                                                                                                                                                                                       serious
                                                                                                                                                                                       environmental
                                                                                                                                                                                       damage;



 


		(iv)	involves
                                                                                                                                                                                      a
                                                                                                                                                                                      risk
                                                                                                                                                                                      of
                                                                                                                                                                                      the
                                                                                                                                                                                      Vessel
                                                                                                                                                                                      being
                                                                                                                                                                                      stolen,
                                                                                                                                                                                      impounded
                                                                                                                                                                                      or
                                                                                                                                                                                      seized;
                                                                                                                                                                                      or



 


		(v)	involves
                                                                                                                                                                                     a
                                                                                                                                                                                     security
                                                                                                                                                                                     or
                                                                                                                                                                                     safety
                                                                                                                                                                                     risk
                                                                                                                                                                                     to
                                                                                                                                                                                     the
                                                                                                                                                                                     Vessel,
                                                                                                                                                                                     such
                                                                                                                                                                                     as
                                                                                                                                                                                     but
                                                                                                                                                                                     not
                                                                                                                                                                                     limited
                                                                                                                                                                                     to
                                                                                                                                                                                     terrorism,
                                                                                                                                                                                     piracy,
                                                                                                                                                                                     etc.






    	2



    	



    




“Flag
Administration / State” shall mean such state or registry as the Owners shall from time to time specify;


 


“HSSE
Report” means a report on the health, safety, security and environmental status of the Vessel (together with relevant
statistics) and including details of any specific health, safety and/or environmental incidents prepared in accordance with Clause
3.4.9;


 


“Incentive
Bonus” means the bonus payable by the Owners to the Managers in accordance with Clause 7.7;


 


“ISM
Code” means the International Ship Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted
by the International Maritime Organisation (IMO) by resolution A.741(18) as amended from time to time;


 


“ISPS
Code” means the International Ship and Port Facility Security Code adopted by the International Maritime Organization
Assembly as the same may have been or may be amended or supplemented from time to time;


 


“Maintenance
Schedule” means a schedule referred to in Clause 3.2.1(iii) detailing the maintenance required for the Vessel for the
period from delivery to the next dry-docking of the Vessel thereafter for each subsequent 30 month period to coincide with Classification
Society Intermediate Survey;


 


“Managed
Fleet” means all vessels owned, leased, or chartered by Owners or Owners’ Affiliates and managed by Managers pursuant
to a ship management agreement or similar arrangement;


 


“Management
Fee” means the fee payable by the Owners to the Managers in consideration of the Management Services, as specified in
Clauses 7.1 to 7.3 and as adjusted pursuant to Clause 7.4;


 


“Management
Services” means the services specified in Clause 3;


 


“Managers’
Account” means the bank account in the name of the Managers as specified in Clause 20.3, or such other bank account
of the Managers as may be notified to the Owners from time to time;


 


“MTSA
Code” means the Maritime Transportation Security Act as enacted by the United States of America as the same may have
been amended or supplemented from time to time;


 


“Officers”
means the Master and the officers (including, but not limited to, the Senior Officers) of the Vessel, whose numbers, rank
and nationality are currently specified in Annex “B” attached hereto, as updated from time to time;


 


“OPA
90” means the Oil Pollution Act of 1990 as enacted by the United States of America as the same may have been amended
or supplemented from time to time;



    	3



    	



    







“Operational
and Maintenance Protocol” means the protocol set forth on Annex “D” attached hereto;


 


“Operational
Costs” means costs and expenses incurred by the Managers on behalf of the Owners to operate and maintain the Vessel
including Communication Expenses and EDP Expenses;


 


“Owners’
Insurances” means the insurance policies to be procured by the Owners in respect of the Vessel and as described in Clause
6.1(i), (ii), (iii), and (iv);


 


“Permanent
Instructions” means the instructions relating to the operational procedures for communications between the Owners, Charterers
and the Crew as currently specified in Annex “E” attached hereto which may be amended pursuant to Clause 12.2;


 


“Ratings”
means the ratings of the Vessel, whose numbers, rank and nationality are currently specified in Annex “B” as updated
from time to time;


 


“Review
Date” means January 1;


 


“Senior
Officer” means the following positions or roles on the Vessel:


 


		(i)	the
                                                                                                                                                                                     Master;



 


		(ii)	the
                                                                                                                                                                                      Chief
                                                                                                                                                                                      Engineer;



 


		(iii)	the
                                                                                                                                                                                       Chief
                                                                                                                                                                                       Officer;



 


		(iv)	the
                                                                                                                                                                                      Second
                                                                                                                                                                                      Engineer;
                                                                                                                                                                                      or



 


		(v)	any
                                                                                                                                                                                     other
                                                                                                                                                                                     person
                                                                                                                                                                                     whose
                                                                                                                                                                                     rank
                                                                                                                                                                                     or
                                                                                                                                                                                     role
                                                                                                                                                                                     on
                                                                                                                                                                                     the
                                                                                                                                                                                     vessel
                                                                                                                                                                                     is
                                                                                                                                                                                     required
                                                                                                                                                                                     and
                                                                                                                                                                                     designated
                                                                                                                                                                                     as
                                                                                                                                                                                     Senior
                                                                                                                                                                                     Officer
                                                                                                                                                                                     by
                                                                                                                                                                                     the
                                                                                                                                                                                     Flag
                                                                                                                                                                                     Administration



 


“Severance
Costs” means the costs which the Managers as employers of the Crew are legally obliged to pay, and actually do pay,
to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel;


 


“SMS”
means a safety management system which complies with all laws, rules and regulations, and with all the codes, guidelines and standards
recommended by the International Maritime Organization (including without limitation, the ISM Code), any relevant flag state and
the classification society and approved by Owners, which may from time to time be applicable to the Vessel and/or the Owners and/or
the Managers, and which is otherwise appropriate having regard to the Managers’ obligations under this Agreement;


 


“SOPEP”
means the shipboard oil pollution emergency plan in the form approved by the Marine Environment Protection Committee of the
International Maritime Organization pursuant to the requirements of Regulations 25 of Annex H of the



    	4



    	



    

International
Convention of the Protection of Pollution from Ships, 1973, as modified by the Protocol of 1989 relating thereto, as amended (MARPOL
73/78);


 


“STCW
95” means the International Convention on Standards of Training, Certification and Watch-keeping for Seafarers, 1978,
as amended in 1995 or any subsequent amendment thereto;


 


“Supplementary
Budget” shall have the meaning ascribed to it in Clause 3.3.4 below;


 


“Training
Matrix” means the most updated Training Matrix as mutually agreed between the parties, as amended, supplemented or updated
from time to time;


 


“Vessel
Account” means a bank account in the name of the Managers opened and operated in accordance with Clause 8.4, the details
of which shall be notified to the Owners from time to time;


 


“Vessel
Condition Report” means a report detailing the physical condition, the progress of the Maintenance Schedule and the
performance of the Vessel;


 


“Vessel
Data” means all records, invoices, logs, certificates and performance and maintenance data relating to the Vessel and
all correspondence and documentation generated, collected or compiled during the provision of the Management Services by either
former managers of the Vessel and given to the Managers, or by the Managers, to enable the Owners to effectively operate, manage
or sell the Vessel, but excluding the Managers’ internal correspondence and any correspondence (other than invoices) between
the Managers and their suppliers;


 


“Working
Day” means a day when most banks are open for business in London, New York, Athens, and country of location of relevant
bank accounts of Owners.


 


		1.2.	Interpretation



 


		1.2.1.	“Owners”,
                                                                                                                                                                                                         “Managers”
                                                                                                                                                                                                         and
                                                                                                                                                                                                         “Charterers”
                                                                                                                                                                                                         include
                                                                                                                                                                                                         their
                                                                                                                                                                                                         respective
                                                                                                                                                                                                         successors
                                                                                                                                                                                                         and
                                                                                                                                                                                                         assigns.



 


		1.2.2.	Clause
                                                                                                                                                                                                         headings
                                                                                                                                                                                                         are
                                                                                                                                                                                                         inserted
                                                                                                                                                                                                         for
                                                                                                                                                                                                         convenience
                                                                                                                                                                                                         and
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         be
                                                                                                                                                                                                         ignored
                                                                                                                                                                                                         in
                                                                                                                                                                                                         construing
                                                                                                                                                                                                         this
                                                                                                                                                                                                         Agreement.



 


		1.2.3.	Unless
                                                                                                                                                                                                         the
                                                                                                                                                                                                         context
                                                                                                                                                                                                         otherwise
                                                                                                                                                                                                         requires,
                                                                                                                                                                                                         words
                                                                                                                                                                                                         denoting
                                                                                                                                                                                                         the
                                                                                                                                                                                                         singular
                                                                                                                                                                                                         number
                                                                                                                                                                                                         include
                                                                                                                                                                                                         the
                                                                                                                                                                                                         plural
                                                                                                                                                                                                         number
                                                                                                                                                                                                         and
                                                                                                                                                                                                         vice
                                                                                                                                                                                                         versa.



 


		1.2.4.	References
                                                                                                                                                                                                         to
                                                                                                                                                                                                         clauses
                                                                                                                                                                                                         and
                                                                                                                                                                                                         annexes
                                                                                                                                                                                                         are
                                                                                                                                                                                                         to
                                                                                                                                                                                                         Clauses
                                                                                                                                                                                                         and
                                                                                                                                                                                                         Annexes
                                                                                                                                                                                                         of
                                                                                                                                                                                                         this
                                                                                                                                                                                                         Agreement
                                                                                                                                                                                                         except
                                                                                                                                                                                                         where
                                                                                                                                                                                                         otherwise
                                                                                                                                                                                                         expressly
                                                                                                                                                                                                         stated.



 


		1.2.5.	Reference
                                                                                                                                                                                                         to
                                                                                                                                                                                                         any
                                                                                                                                                                                                         document
                                                                                                                                                                                                         includes
                                                                                                                                                                                                         the
                                                                                                                                                                                                         same
                                                                                                                                                                                                         as
                                                                                                                                                                                                         varied,
                                                                                                                                                                                                         supplemented
                                                                                                                                                                                                         or
                                                                                                                                                                                                         replaced
                                                                                                                                                                                                         from
                                                                                                                                                                                                         time
                                                                                                                                                                                                         to
                                                                                                                                                                                                         time.







    	5



    	



    




		1.2.6.	References
                                                                                                                                                                                                         to
                                                                                                                                                                                                         any
                                                                                                                                                                                                         enactment
                                                                                                                                                                                                         include
                                                                                                                                                                                                         any
                                                                                                                                                                                                         re-enactments,
                                                                                                                                                                                                         amendments
                                                                                                                                                                                                         and
                                                                                                                                                                                                         extensions
                                                                                                                                                                                                         thereof.



 


		2.	APPOINTMENT
                                                                                                                                                                                                     OF
                                                                                                                                                                                                     MANAGERS



 


		2.1.	From
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Effective
                                                                                                                                                                                                       Date
                                                                                                                                                                                                       and
                                                                                                                                                                                                       continuing,
                                                                                                                                                                                                       unless
                                                                                                                                                                                                       and
                                                                                                                                                                                                       until
                                                                                                                                                                                                       terminated
                                                                                                                                                                                                       as
                                                                                                                                                                                                       provided
                                                                                                                                                                                                       herein,
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Owners
                                                                                                                                                                                                       hereby
                                                                                                                                                                                                       appoint
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Managers
                                                                                                                                                                                                       and
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Managers
                                                                                                                                                                                                       hereby
                                                                                                                                                                                                       agree
                                                                                                                                                                                                       to
                                                                                                                                                                                                       act
                                                                                                                                                                                                       as
                                                                                                                                                                                                       managers
                                                                                                                                                                                                       of
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Vessel.



 


		2.2.	Subject
                                                                                                                                                                                                       to
                                                                                                                                                                                                       the
                                                                                                                                                                                                       terms
                                                                                                                                                                                                       and
                                                                                                                                                                                                       conditions
                                                                                                                                                                                                       contained
                                                                                                                                                                                                       herein,
                                                                                                                                                                                                       during
                                                                                                                                                                                                       the
                                                                                                                                                                                                       period
                                                                                                                                                                                                       of
                                                                                                                                                                                                       this
                                                                                                                                                                                                       Agreement,
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Managers
                                                                                                                                                                                                       shall
                                                                                                                                                                                                       carry
                                                                                                                                                                                                       out
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Management
                                                                                                                                                                                                       Services
                                                                                                                                                                                                       as
                                                                                                                                                                                                       agents
                                                                                                                                                                                                       for
                                                                                                                                                                                                       and
                                                                                                                                                                                                       on
                                                                                                                                                                                                       behalf
                                                                                                                                                                                                       of
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Owners.
                                                                                                                                                                                                       The
                                                                                                                                                                                                       Managers
                                                                                                                                                                                                       shall
                                                                                                                                                                                                       have
                                                                                                                                                                                                       authority
                                                                                                                                                                                                       to
                                                                                                                                                                                                       take
                                                                                                                                                                                                       such
                                                                                                                                                                                                       actions
                                                                                                                                                                                                       as
                                                                                                                                                                                                       they
                                                                                                                                                                                                       may
                                                                                                                                                                                                       from
                                                                                                                                                                                                       time
                                                                                                                                                                                                       to
                                                                                                                                                                                                       time
                                                                                                                                                                                                       consider
                                                                                                                                                                                                       necessary
                                                                                                                                                                                                       to
                                                                                                                                                                                                       enable
                                                                                                                                                                                                       them
                                                                                                                                                                                                       to
                                                                                                                                                                                                       perform
                                                                                                                                                                                                       their
                                                                                                                                                                                                       duties
                                                                                                                                                                                                       and
                                                                                                                                                                                                       obligations
                                                                                                                                                                                                       as
                                                                                                                                                                                                       set
                                                                                                                                                                                                       out
                                                                                                                                                                                                       in
                                                                                                                                                                                                       this
                                                                                                                                                                                                       Agreement
                                                                                                                                                                                                       in
                                                                                                                                                                                                       accordance
                                                                                                                                                                                                       with
                                                                                                                                                                                                       first
                                                                                                                                                                                                       class
                                                                                                                                                                                                       LNG
                                                                                                                                                                                                       ship
                                                                                                                                                                                                       management
                                                                                                                                                                                                       practice
                                                                                                                                                                                                       within
                                                                                                                                                                                                       the
                                                                                                                                                                                                       limits
                                                                                                                                                                                                       of
                                                                                                                                                                                                       authority
                                                                                                                                                                                                       delegated
                                                                                                                                                                                                       to
                                                                                                                                                                                                       them
                                                                                                                                                                                                       hereunder.



 


		3.	MANAGEMENT
                                                                                                                                                                                                     SERVICES



 


		3.1.	Crew
                                                                                                                                                                                                       Management



 


		3.1.1.	The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         provide
                                                                                                                                                                                                         suitably
                                                                                                                                                                                                         and
                                                                                                                                                                                                         adequately
                                                                                                                                                                                                         qualified
                                                                                                                                                                                                         Crew
                                                                                                                                                                                                         for
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Vessel
                                                                                                                                                                                                         in
                                                                                                                                                                                                         accordance
                                                                                                                                                                                                         with
                                                                                                                                                                                                         any
                                                                                                                                                                                                         requirements
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners,
                                                                                                                                                                                                         as
                                                                                                                                                                                                         described
                                                                                                                                                                                                         in
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Operational
                                                                                                                                                                                                         and
                                                                                                                                                                                                         Maintenance
                                                                                                                                                                                                         Protocol
                                                                                                                                                                                                         set
                                                                                                                                                                                                         forth
                                                                                                                                                                                                         on
                                                                                                                                                                                                         Annex
                                                                                                                                                                                                         “D”,
                                                                                                                                                                                                         and
                                                                                                                                                                                                         the
                                                                                                                                                                                                         provisions
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         STCW
                                                                                                                                                                                                         95
                                                                                                                                                                                                         and
                                                                                                                                                                                                         the
                                                                                                                                                                                                         requirements
                                                                                                                                                                                                         of
                                                                                                                                                                                                         this
                                                                                                                                                                                                         Agreement.



 


		3.1.2.	The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         be
                                                                                                                                                                                                         responsible
                                                                                                                                                                                                         for:



 


		(i)	Selecting,
                                                                                                                                                                                                   with
                                                                                                                                                                                                   Owners’
                                                                                                                                                                                                   approval,
                                                                                                                                                                                                   which
                                                                                                                                                                                                   may
                                                                                                                                                                                                   be
                                                                                                                                                                                                   expressed
                                                                                                                                                                                                   from
                                                                                                                                                                                                   time to
                                                                                                                                                                                                   time
                                                                                                                                                                                                   in
                                                                                                                                                                                                   the
                                                                                                                                                                                                   form
                                                                                                                                                                                                   of
                                                                                                                                                                                                   standing
                                                                                                                                                                                                   instructions
                                                                                                                                                                                                   to
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Managers
                                                                                                                                                                                                   for
                                                                                                                                                                                                   specific
                                                                                                                                                                                                   experience
                                                                                                                                                                                                   and
                                                                                                                                                                                                   qualification
                                                                                                                                                                                                   criteria
                                                                                                                                                                                                   pertaining
                                                                                                                                                                                                   to
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Crew,
                                                                                                                                                                                                   including
                                                                                                                                                                                                   but
                                                                                                                                                                                                   not
                                                                                                                                                                                                   limited
                                                                                                                                                                                                   to
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Training
                                                                                                                                                                                                   Matrix,
                                                                                                                                                                                                   and
                                                                                                                                                                                                   engaging
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Crew
                                                                                                                                                                                                   (subject
                                                                                                                                                                                                   to
                                                                                                                                                                                                   the
                                                                                                                                                                                                   provisions
                                                                                                                                                                                                   of
                                                                                                                                                                                                   Clause
                                                                                                                                                                                                   3.1.6
                                                                                                                                                                                                   below)
                                                                                                                                                                                                   for
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Vessel
                                                                                                                                                                                                   including
                                                                                                                                                                                                   payroll
                                                                                                                                                                                                   arrangements,
                                                                                                                                                                                                   pension
                                                                                                                                                                                                   administration,
                                                                                                                                                                                                   and
                                                                                                                                                                                                   insurances
                                                                                                                                                                                                   for
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Crew
                                                                                                                                                                                                   other
                                                                                                                                                                                                   than
                                                                                                                                                                                                   those
                                                                                                                                                                                                   mentioned
                                                                                                                                                                                                   in
                                                                                                                                                                                                   Clause
                                                                                                                                                                                                   6;



 


		(ii)	ensuring
                                                                                                                                                                                                    at
                                                                                                                                                                                                    all
                                                                                                                                                                                                    times
                                                                                                                                                                                                    the
                                                                                                                                                                                                    availability
                                                                                                                                                                                                    and
                                                                                                                                                                                                    supply
                                                                                                                                                                                                    of
                                                                                                                                                                                                    an
                                                                                                                                                                                                    adequate
                                                                                                                                                                                                    complement
                                                                                                                                                                                                    of
                                                                                                                                                                                                    Crew
                                                                                                                                                                                                    (including
                                                                                                                                                                                                    Master,
                                                                                                                                                                                                    Officers
                                                                                                                                                                                                    and
                                                                                                                                                                                                    Ratings
                                                                                                                                                                                                    complying
                                                                                                                                                                                                    with
                                                                                                                                                                                                    Annex “B”)
                                                                                                                                                                                                    relative
                                                                                                                                                                                                    to
                                                                                                                                                                                                    the
                                                                                                                                                                                                    particular
                                                                                                                                                                                                    operational
                                                                                                                                                                                                    status
                                                                                                                                                                                                    and
                                                                                                                                                                                                    size
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel;



 


		(iii)	ensuring
                                                                                                                                                                                                     that
                                                                                                                                                                                                     the
                                                                                                                                                                                                     applicable
                                                                                                                                                                                                     requirements
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     law
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     flag
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel
                                                                                                                                                                                                     are
                                                                                                                                                                                                     satisfied
                                                                                                                                                                                                     in
                                                                                                                                                                                                     respect
                                                                                                                                                                                                     of
                                                                                                                                                                                                     manning
                                                                                                                                                                                                     levels,
                                                                                                                                                                                                     rank,
                                                                                                                                                                                                     qualification
                                                                                                                                                                                                     and
                                                                                                                                                                                                     certification
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Crew
                                                                                                                                                                                                     and
                                                                                                                                                                                                     employment
                                                                                                                                                                                                     regulations
                                                                                                                                                                                                     (including
                                                                                                                                                                                                     those
                                                                                                                                                                                                     standards
                                                                                                                                                                                                     set
                                                                                                                                                                                                     forth
                                                                                                                                                                                                     by
                                                                                                                                                                                                     the
                                                                                                                                                                                                     International
                                                                                                                                                                                                     Transport
                                                                                                                                                                                                     Workers’
                                                                                                                                                                                                     Federation
                                                                                                                                                                                                     (ITF))
                                                                                                                                                                                                     pertaining
                                                                                                                                                                                                     to
                                                                                                                                                                                                     Crew’s
                                                                                                                                                                                                     tax,
                                                                                                                                                                                                     payroll,
                                                                                                                                                                                                     social
                                                                                                                                                                                                     insurance,
                                                                                                                                                                                                     welfare,
                                                                                                                                                                                                     discipline
                                                                                                                                                                                                     and
                                                                                                                                                                                                     other
                                                                                                                                                                                                     applicable
                                                                                                                                                                                                     requirements;



 


		(iv)	ensuring
                                                                                                                                                                                                    that
                                                                                                                                                                                                    all
                                                                                                                                                                                                    members
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Crew
                                                                                                                                                                                                    have
                                                                                                                                                                                                    passed
                                                                                                                                                                                                    a
                                                                                                                                                                                                    medical
                                                                                                                                                                                                    examination
                                                                                                                                                                                                    with
                                                                                                                                                                                                    a
                                                                                                                                                                                                    qualified
                                                                                                                                                                                                    doctor
                                                                                                                                                                                                    certifying
                                                                                                                                                                                                    that
                                                                                                                                                                                                    they
                                                                                                                                                                                                    are
                                                                                                                                                                                                    fit
                                                                                                                                                                                                    for
                                                                                                                                                                                                    the
                                                                                                                                                                                                    duties
                                                                                                                                                                                                    for
                                                                                                                                                                                                    which
                                                                                                                                                                                                    they







    	6



    	



    







	 	 	are
    engaged and are in possession of valid medical certificates issued in accordance with appropriate flag state requirements.
    In the absence of applicable flag state requirements the medical certificate shall be dated not more than three months prior
    to the respective Crew member leaving their country of domicile and maintained for the duration of his service on board the
    Vessel; 







 





		(v)	ensuring
                                                                                                                                                                                                   that
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Crew
                                                                                                                                                                                                   shall
                                                                                                                                                                                                   have
                                                                                                                                                                                                   a
                                                                                                                                                                                                   command
                                                                                                                                                                                                   of
                                                                                                                                                                                                   the
                                                                                                                                                                                                   English
                                                                                                                                                                                                   language
                                                                                                                                                                                                   of
                                                                                                                                                                                                   a
                                                                                                                                                                                                   sufficient
                                                                                                                                                                                                   standard
                                                                                                                                                                                                   to
                                                                                                                                                                                                   enable
                                                                                                                                                                                                   them
                                                                                                                                                                                                   to
                                                                                                                                                                                                   perform
                                                                                                                                                                                                   their
                                                                                                                                                                                                   duties
                                                                                                                                                                                                   safely;



 


		(vi)	arranging
                                                                                                                                                                                                    transportation
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Crew,
                                                                                                                                                                                                    including
                                                                                                                                                                                                    repatriation,
                                                                                                                                                                                                    at
                                                                                                                                                                                                    Owners’
                                                                                                                                                                                                    cost,
                                                                                                                                                                                                    unless
                                                                                                                                                                                                    otherwise
                                                                                                                                                                                                    arranged
                                                                                                                                                                                                    by
                                                                                                                                                                                                    Owners;



 


		(vii)	providing
                                                                                                                                                                                                     continuing
                                                                                                                                                                                                     training
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Crew
                                                                                                                                                                                                     and
                                                                                                                                                                                                     supervising
                                                                                                                                                                                                     their
                                                                                                                                                                                                     efficiency
                                                                                                                                                                                                     and
                                                                                                                                                                                                     competence,
                                                                                                                                                                                                     consistent
                                                                                                                                                                                                     with
                                                                                                                                                                                                     Owners’
                                                                                                                                                                                                     requirements
                                                                                                                                                                                                     but
                                                                                                                                                                                                     in
                                                                                                                                                                                                     any
                                                                                                                                                                                                     event
                                                                                                                                                                                                     never
                                                                                                                                                                                                     less
                                                                                                                                                                                                     than
                                                                                                                                                                                                     the
                                                                                                                                                                                                     applicable
                                                                                                                                                                                                     international
                                                                                                                                                                                                     or
                                                                                                                                                                                                     Flag
                                                                                                                                                                                                     State
                                                                                                                                                                                                     standard
                                                                                                                                                                                                     for
                                                                                                                                                                                                     LNG
                                                                                                                                                                                                     vessels;



 


		(viii)	whenever
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      is
                                                                                                                                                                                                      operational,
                                                                                                                                                                                                      issuing
                                                                                                                                                                                                      instructions
                                                                                                                                                                                                      to
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Master
                                                                                                                                                                                                      in
                                                                                                                                                                                                      accordance
                                                                                                                                                                                                      with
                                                                                                                                                                                                      the
                                                                                                                                                                                                      requirements
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners
                                                                                                                                                                                                      or
                                                                                                                                                                                                      Charterers,
                                                                                                                                                                                                      to
                                                                                                                                                                                                      trade
                                                                                                                                                                                                      along
                                                                                                                                                                                                      the
                                                                                                                                                                                                      most
                                                                                                                                                                                                      geographically
                                                                                                                                                                                                      direct,
                                                                                                                                                                                                      economical
                                                                                                                                                                                                      and
                                                                                                                                                                                                      safe
                                                                                                                                                                                                      route
                                                                                                                                                                                                      (except
                                                                                                                                                                                                      for
                                                                                                                                                                                                      any
                                                                                                                                                                                                      justifiable
                                                                                                                                                                                                      deviation
                                                                                                                                                                                                      allowed
                                                                                                                                                                                                      under
                                                                                                                                                                                                      English
                                                                                                                                                                                                      common
                                                                                                                                                                                                      law
                                                                                                                                                                                                      or
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Hague
                                                                                                                                                                                                      Visby
                                                                                                                                                                                                      Rules
                                                                                                                                                                                                      and
                                                                                                                                                                                                      including
                                                                                                                                                                                                      all
                                                                                                                                                                                                      deviations
                                                                                                                                                                                                      that
                                                                                                                                                                                                      may
                                                                                                                                                                                                      be
                                                                                                                                                                                                      necessary
                                                                                                                                                                                                      in
                                                                                                                                                                                                      an
                                                                                                                                                                                                      Emergency
                                                                                                                                                                                                      Situation)
                                                                                                                                                                                                      and
                                                                                                                                                                                                      ensuring
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      is
                                                                                                                                                                                                      worked
                                                                                                                                                                                                      at
                                                                                                                                                                                                      a
                                                                                                                                                                                                      fuel-efficient
                                                                                                                                                                                                      speed
                                                                                                                                                                                                      consistent
                                                                                                                                                                                                      both
                                                                                                                                                                                                      with
                                                                                                                                                                                                      port
                                                                                                                                                                                                      arrival
                                                                                                                                                                                                      instructions
                                                                                                                                                                                                      given
                                                                                                                                                                                                      by
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners
                                                                                                                                                                                                      and/or
                                                                                                                                                                                                      Charterers
                                                                                                                                                                                                      and
                                                                                                                                                                                                      with
                                                                                                                                                                                                      sea
                                                                                                                                                                                                      conditions;



 


		(ix)	issuing
                                                                                                                                                                                                    instructions
                                                                                                                                                                                                    to
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Master
                                                                                                                                                                                                    to
                                                                                                                                                                                                    keep
                                                                                                                                                                                                    full
                                                                                                                                                                                                    and
                                                                                                                                                                                                    correct
                                                                                                                                                                                                    log
                                                                                                                                                                                                    books
                                                                                                                                                                                                    and
                                                                                                                                                                                                    furnishing
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Owners
                                                                                                                                                                                                    with
                                                                                                                                                                                                    true
                                                                                                                                                                                                    and
                                                                                                                                                                                                    accurate
                                                                                                                                                                                                    copies
                                                                                                                                                                                                    of
                                                                                                                                                                                                    such
                                                                                                                                                                                                    log
                                                                                                                                                                                                    books
                                                                                                                                                                                                    when
                                                                                                                                                                                                    required;



 


		(x)	conducting
                                                                                                                                                                                                   union
                                                                                                                                                                                                   negotiations
                                                                                                                                                                                                   (if
                                                                                                                                                                                                   applicable);



 


		(xi)	operating
                                                                                                                                                                                                     a
                                                                                                                                                                                                     drug
                                                                                                                                                                                                     and
                                                                                                                                                                                                     alcohol
                                                                                                                                                                                                     policy,
                                                                                                                                                                                                     prepared
                                                                                                                                                                                                     by
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Managers
                                                                                                                                                                                                     and
                                                                                                                                                                                                     approved
                                                                                                                                                                                                     by
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Owners
                                                                                                                                                                                                     (such
                                                                                                                                                                                                     approval
                                                                                                                                                                                                     not
                                                                                                                                                                                                     to
                                                                                                                                                                                                     be
                                                                                                                                                                                                     unreasonably
                                                                                                                                                                                                     withheld
                                                                                                                                                                                                     or
                                                                                                                                                                                                     delayed),
                                                                                                                                                                                                     which
                                                                                                                                                                                                     includes,
                                                                                                                                                                                                     as
                                                                                                                                                                                                     a
                                                                                                                                                                                                     minimum,
                                                                                                                                                                                                     the
                                                                                                                                                                                                     principles
                                                                                                                                                                                                     set
                                                                                                                                                                                                     forth
                                                                                                                                                                                                     in
                                                                                                                                                                                                     the
                                                                                                                                                                                                     “Guidelines
                                                                                                                                                                                                     for
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Control
                                                                                                                                                                                                     of
                                                                                                                                                                                                     Drugs
                                                                                                                                                                                                     and
                                                                                                                                                                                                     Alcohol
                                                                                                                                                                                                     Aboard
                                                                                                                                                                                                     Ship”
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Oil
                                                                                                                                                                                                     Companies
                                                                                                                                                                                                     International
                                                                                                                                                                                                     Marine
                                                                                                                                                                                                     Forum
                                                                                                                                                                                                     dated
                                                                                                                                                                                                     June
                                                                                                                                                                                                     1995
                                                                                                                                                                                                     (and
                                                                                                                                                                                                     in
                                                                                                                                                                                                     an
                                                                                                                                                                                                     amendments
                                                                                                                                                                                                     or
                                                                                                                                                                                                     successors
                                                                                                                                                                                                     thereto);



 


		(xii)	ensuring
                                                                                                                                                                                                      that
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Crew
                                                                                                                                                                                                      and
                                                                                                                                                                                                      any
                                                                                                                                                                                                      other
                                                                                                                                                                                                      person
                                                                                                                                                                                                      on
                                                                                                                                                                                                      board
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      proceeding
                                                                                                                                                                                                      to
                                                                                                                                                                                                      sea
                                                                                                                                                                                                      shall
                                                                                                                                                                                                      be
                                                                                                                                                                                                      insured
                                                                                                                                                                                                      for
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Crew
                                                                                                                                                                                                      Insurances
                                                                                                                                                                                                      with
                                                                                                                                                                                                      a
                                                                                                                                                                                                      first
                                                                                                                                                                                                      class
                                                                                                                                                                                                      insurance
                                                                                                                                                                                                      company,
                                                                                                                                                                                                      underwriter
                                                                                                                                                                                                      or
                                                                                                                                                                                                      protection
                                                                                                                                                                                                      and
                                                                                                                                                                                                      indemnity
                                                                                                                                                                                                      association
                                                                                                                                                                                                      (the
                                                                                                                                                                                                      “Crew
                                                                                                                                                                                                      Insurances”);



 


		(xiii)	ensuring
                                                                                                                                                                                                      that
                                                                                                                                                                                                      all
                                                                                                                                                                                                      premiums
                                                                                                                                                                                                      or
                                                                                                                                                                                                      calls
                                                                                                                                                                                                      in
                                                                                                                                                                                                      respect
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Crew
                                                                                                                                                                                                      Insurances
                                                                                                                                                                                                      are
                                                                                                                                                                                                      paid
                                                                                                                                                                                                      promptly
                                                                                                                                                                                                      by
                                                                                                                                                                                                      their
                                                                                                                                                                                                      due
                                                                                                                                                                                                      date;
                                                                                                                                                                                                      and







    	7



    	



    




		(xiv)	ensuring
                                                                                                                                                                                                     that
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Crew
                                                                                                                                                                                                     Insurances
                                                                                                                                                                                                     shall
                                                                                                                                                                                                     name
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Owners
                                                                                                                                                                                                     as
                                                                                                                                                                                                     co-assured
                                                                                                                                                                                                     (unless
                                                                                                                                                                                                     advised
                                                                                                                                                                                                     by
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Owners
                                                                                                                                                                                                     to
                                                                                                                                                                                                     the
                                                                                                                                                                                                     contrary).



 


		3.1.3.	The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         appoint
                                                                                                                                                                                                         a
                                                                                                                                                                                                         superintendent
                                                                                                                                                                                                         (ship
                                                                                                                                                                                                         manager)
                                                                                                                                                                                                         to
                                                                                                                                                                                                         be
                                                                                                                                                                                                         responsible
                                                                                                                                                                                                         for
                                                                                                                                                                                                         the
                                                                                                                                                                                                         day
                                                                                                                                                                                                         to
                                                                                                                                                                                                         day
                                                                                                                                                                                                         operation,
                                                                                                                                                                                                         maintenance
                                                                                                                                                                                                         and
                                                                                                                                                                                                         repair
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Vessel,
                                                                                                                                                                                                         the
                                                                                                                                                                                                         cost
                                                                                                                                                                                                         of
                                                                                                                                                                                                         which
                                                                                                                                                                                                         shall,
                                                                                                                                                                                                         subject
                                                                                                                                                                                                         to
                                                                                                                                                                                                         Clause
                                                                                                                                                                                                         7.4,
                                                                                                                                                                                                         be
                                                                                                                                                                                                         included
                                                                                                                                                                                                         in
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Management
                                                                                                                                                                                                         Fee.
                                                                                                                                                                                                         Should
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners
                                                                                                                                                                                                         have
                                                                                                                                                                                                         reason
                                                                                                                                                                                                         to
                                                                                                                                                                                                         be
                                                                                                                                                                                                         dissatisfied
                                                                                                                                                                                                         with
                                                                                                                                                                                                         the
                                                                                                                                                                                                         superintendent
                                                                                                                                                                                                         so
                                                                                                                                                                                                         appointed,
                                                                                                                                                                                                         they
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         raise
                                                                                                                                                                                                         their
                                                                                                                                                                                                         complaint
                                                                                                                                                                                                         with
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers.
                                                                                                                                                                                                         The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         investigate
                                                                                                                                                                                                         any
                                                                                                                                                                                                         such
                                                                                                                                                                                                         complaint
                                                                                                                                                                                                         promptly
                                                                                                                                                                                                         and,
                                                                                                                                                                                                         should
                                                                                                                                                                                                         the
                                                                                                                                                                                                         complaint
                                                                                                                                                                                                         prove
                                                                                                                                                                                                         to
                                                                                                                                                                                                         be
                                                                                                                                                                                                         well
                                                                                                                                                                                                         founded,
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         replace
                                                                                                                                                                                                         such
                                                                                                                                                                                                         superintendent
                                                                                                                                                                                                         at
                                                                                                                                                                                                         no
                                                                                                                                                                                                         extra
                                                                                                                                                                                                         cost
                                                                                                                                                                                                         to
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners.



 


		3.1.4.	The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         institute
                                                                                                                                                                                                         onboard
                                                                                                                                                                                                         and
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         ensure
                                                                                                                                                                                                         onboard
                                                                                                                                                                                                         compliance
                                                                                                                                                                                                         with
                                                                                                                                                                                                         a
                                                                                                                                                                                                         uniform
                                                                                                                                                                                                         standard
                                                                                                                                                                                                         of
                                                                                                                                                                                                         dress
                                                                                                                                                                                                         amongst
                                                                                                                                                                                                         the
                                                                                                                                                                                                         crew
                                                                                                                                                                                                         and
                                                                                                                                                                                                         officers,
                                                                                                                                                                                                         and
                                                                                                                                                                                                         uniform
                                                                                                                                                                                                         credentialing
                                                                                                                                                                                                         or
                                                                                                                                                                                                         identification
                                                                                                                                                                                                         of
                                                                                                                                                                                                         all
                                                                                                                                                                                                         crew
                                                                                                                                                                                                         and
                                                                                                                                                                                                         officers.



 


		3.1.5.	Should
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners
                                                                                                                                                                                                         have
                                                                                                                                                                                                         any
                                                                                                                                                                                                         reason
                                                                                                                                                                                                         to
                                                                                                                                                                                                         be
                                                                                                                                                                                                         dissatisfied
                                                                                                                                                                                                         with
                                                                                                                                                                                                         any
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Crew,
                                                                                                                                                                                                         they
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         raise
                                                                                                                                                                                                         their
                                                                                                                                                                                                         complaint
                                                                                                                                                                                                         with
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers.
                                                                                                                                                                                                         The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         investigate
                                                                                                                                                                                                         the
                                                                                                                                                                                                         complaint
                                                                                                                                                                                                         promptly
                                                                                                                                                                                                         and,
                                                                                                                                                                                                         should
                                                                                                                                                                                                         the
                                                                                                                                                                                                         complaint
                                                                                                                                                                                                         be
                                                                                                                                                                                                         well
                                                                                                                                                                                                         founded,
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         replace
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Crew
                                                                                                                                                                                                         member
                                                                                                                                                                                                         in
                                                                                                                                                                                                         question
                                                                                                                                                                                                         and
                                                                                                                                                                                                         undertake
                                                                                                                                                                                                         changes
                                                                                                                                                                                                         in
                                                                                                                                                                                                         the
                                                                                                                                                                                                         appointment
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Crew
                                                                                                                                                                                                         as
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners
                                                                                                                                                                                                         may
                                                                                                                                                                                                         reasonably
                                                                                                                                                                                                         require.



 


		3.1.6.	The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         employ
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Crew
                                                                                                                                                                                                         in
                                                                                                                                                                                                         their
                                                                                                                                                                                                         name
                                                                                                                                                                                                         and
                                                                                                                                                                                                         for
                                                                                                                                                                                                         their
                                                                                                                                                                                                         own
                                                                                                                                                                                                         account
                                                                                                                                                                                                         and,
                                                                                                                                                                                                         for
                                                                                                                                                                                                         the
                                                                                                                                                                                                         avoidance
                                                                                                                                                                                                         of
                                                                                                                                                                                                         doubt,
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         do
                                                                                                                                                                                                         not
                                                                                                                                                                                                         have
                                                                                                                                                                                                         authority
                                                                                                                                                                                                         to
                                                                                                                                                                                                         conclude
                                                                                                                                                                                                         or
                                                                                                                                                                                                         enter
                                                                                                                                                                                                         into
                                                                                                                                                                                                         contracts
                                                                                                                                                                                                         of
                                                                                                                                                                                                         employment
                                                                                                                                                                                                         with
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Crew
                                                                                                                                                                                                         for
                                                                                                                                                                                                         and
                                                                                                                                                                                                         on
                                                                                                                                                                                                         behalf
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners
                                                                                                                                                                                                         and
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         indemnify
                                                                                                                                                                                                         and
                                                                                                                                                                                                         hold
                                                                                                                                                                                                         harmless
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners
                                                                                                                                                                                                         against
                                                                                                                                                                                                         all
                                                                                                                                                                                                         actions,
                                                                                                                                                                                                         proceedings,
                                                                                                                                                                                                         claims,
                                                                                                                                                                                                         demands
                                                                                                                                                                                                         or
                                                                                                                                                                                                         liabilities
                                                                                                                                                                                                         whatsoever
                                                                                                                                                                                                         and
                                                                                                                                                                                                         howsoever
                                                                                                                                                                                                         arising
                                                                                                                                                                                                         from
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers’
                                                                                                                                                                                                         breach
                                                                                                                                                                                                         of
                                                                                                                                                                                                         this
                                                                                                                                                                                                         Clause
                                                                                                                                                                                                         3.1.6
                                                                                                                                                                                                         or
                                                                                                                                                                                                         in
                                                                                                                                                                                                         relation
                                                                                                                                                                                                         to
                                                                                                                                                                                                         any
                                                                                                                                                                                                         disputes
                                                                                                                                                                                                         relating
                                                                                                                                                                                                         to
                                                                                                                                                                                                         Crew
                                                                                                                                                                                                         contracts
                                                                                                                                                                                                         of
                                                                                                                                                                                                         employment.



 


		3.1.7.	Except
                                                                                                                                                                                                         as
                                                                                                                                                                                                         allowed
                                                                                                                                                                                                         in
                                                                                                                                                                                                         clause 3.1.2(i),
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         may
                                                                                                                                                                                                         not
                                                                                                                                                                                                         appoint
                                                                                                                                                                                                         any
                                                                                                                                                                                                         Senior
                                                                                                                                                                                                         Officers
                                                                                                                                                                                                         without
                                                                                                                                                                                                         the
                                                                                                                                                                                                         prior
                                                                                                                                                                                                         approval
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Owners
                                                                                                                                                                                                         (which
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         not
                                                                                                                                                                                                         be
                                                                                                                                                                                                         unreasonably
                                                                                                                                                                                                         withheld
                                                                                                                                                                                                         or
                                                                                                                                                                                                         delayed),
                                                                                                                                                                                                         except
                                                                                                                                                                                                         that
                                                                                                                                                                                                         in
                                                                                                                                                                                                         the
                                                                                                                                                                                                         event
                                                                                                                                                                                                         that
                                                                                                                                                                                                         a
                                                                                                                                                                                                         shortage
                                                                                                                                                                                                         of
                                                                                                                                                                                                         crew
                                                                                                                                                                                                         would
                                                                                                                                                                                                         be
                                                                                                                                                                                                         likely
                                                                                                                                                                                                         to
                                                                                                                                                                                                         result
                                                                                                                                                                                                         under
                                                                                                                                                                                                         the
                                                                                                                                                                                                         terms
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Charter:



 


		(i)	in
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Vessel
                                                                                                                                                                                                   going
                                                                                                                                                                                                   off
                                                                                                                                                                                                   hire
                                                                                                                                                                                                   under
                                                                                                                                                                                                   its
                                                                                                                                                                                                   Charter;
                                                                                                                                                                                                   or



 


		(ii)	an
                                                                                                                                                                                                    Emergency
                                                                                                                                                                                                    Situation;



 


and
in such circumstances it is not practical for the Managers to wait for Owners’ approval, the Managers may make such temporary
appointments as they deem necessary; however, the Vessel’s manning shall always remain in compliance with the regulations
of the Flag State’s minimum manning requirements.


 


Officers
CV and accomplished training matrix should be provided to the Owners for reviewing prior promotion or assignment to a Senior Officer
position.


 


The
Owners reserve the right to interview and approve all senior officers candidates.



    	8



    	



    







		3.2.	Operational
                                                                                                                                                                                                       and
                                                                                                                                                                                                       Technical
                                                                                                                                                                                                       Management



 


		3.2.1.	The
                                                                                                                                                                                                         Managers
                                                                                                                                                                                                         shall
                                                                                                                                                                                                         provide
                                                                                                                                                                                                         operational
                                                                                                                                                                                                         and
                                                                                                                                                                                                         technical
                                                                                                                                                                                                         management
                                                                                                                                                                                                         of
                                                                                                                                                                                                         the
                                                                                                                                                                                                         Vessel
                                                                                                                                                                                                         which
                                                                                                                                                                                                         includes,
                                                                                                                                                                                                         but
                                                                                                                                                                                                         is
                                                                                                                                                                                                         not
                                                                                                                                                                                                         limited
                                                                                                                                                                                                         to,
                                                                                                                                                                                                         the
                                                                                                                                                                                                         following
                                                                                                                                                                                                         functions:



 


		(i)	provision
                                                                                                                                                                                                   of
                                                                                                                                                                                                   competent
                                                                                                                                                                                                   personnel
                                                                                                                                                                                                   with
                                                                                                                                                                                                   suitable
                                                                                                                                                                                                   experience
                                                                                                                                                                                                   of
                                                                                                                                                                                                   the
                                                                                                                                                                                                   LNG
                                                                                                                                                                                                   industry
                                                                                                                                                                                                   to
                                                                                                                                                                                                   supervise
                                                                                                                                                                                                   the
                                                                                                                                                                                                   maintenance
                                                                                                                                                                                                   and
                                                                                                                                                                                                   general
                                                                                                                                                                                                   efficiency
                                                                                                                                                                                                   of
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Vessel
                                                                                                                                                                                                   in
                                                                                                                                                                                                   line
                                                                                                                                                                                                   with
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Training
                                                                                                                                                                                                   Matrix
                                                                                                                                                                                                   and
                                                                                                                                                                                                   the
                                                                                                                                                                                                   requirements
                                                                                                                                                                                                   of
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Charter;



 


		(ii)	all
                                                                                                                                                                                                    maintenance
                                                                                                                                                                                                    and
                                                                                                                                                                                                    work
                                                                                                                                                                                                    for
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    so
                                                                                                                                                                                                    as
                                                                                                                                                                                                    to
                                                                                                                                                                                                    ensure
                                                                                                                                                                                                    that
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    complies
                                                                                                                                                                                                    with
                                                                                                                                                                                                    all
                                                                                                                                                                                                    applicable
                                                                                                                                                                                                    laws
                                                                                                                                                                                                    including
                                                                                                                                                                                                    but
                                                                                                                                                                                                    not
                                                                                                                                                                                                    limited
                                                                                                                                                                                                    to
                                                                                                                                                                                                    IMO,
                                                                                                                                                                                                    MARPOL
                                                                                                                                                                                                    and
                                                                                                                                                                                                    SOLAS
                                                                                                                                                                                                    (and
                                                                                                                                                                                                    including,
                                                                                                                                                                                                    for
                                                                                                                                                                                                    the
                                                                                                                                                                                                    avoidance
                                                                                                                                                                                                    of
                                                                                                                                                                                                    doubt,
                                                                                                                                                                                                    all
                                                                                                                                                                                                    the
                                                                                                                                                                                                    provisions
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    ISM
                                                                                                                                                                                                    Code),
                                                                                                                                                                                                    regulations
                                                                                                                                                                                                    and/or
                                                                                                                                                                                                    other
                                                                                                                                                                                                    requirements
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    flag
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    and
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Primary
                                                                                                                                                                                                    Terminals
                                                                                                                                                                                                    and
                                                                                                                                                                                                    other
                                                                                                                                                                                                    places
                                                                                                                                                                                                    where
                                                                                                                                                                                                    she
                                                                                                                                                                                                    trades,
                                                                                                                                                                                                    all
                                                                                                                                                                                                    applicable
                                                                                                                                                                                                    international
                                                                                                                                                                                                    conventions,
                                                                                                                                                                                                    all
                                                                                                                                                                                                    applicable
                                                                                                                                                                                                    regulations
                                                                                                                                                                                                    and/or
                                                                                                                                                                                                    requirements
                                                                                                                                                                                                    of
                                                                                                                                                                                                    any
                                                                                                                                                                                                    terminals
                                                                                                                                                                                                    or
                                                                                                                                                                                                    facilities
                                                                                                                                                                                                    in
                                                                                                                                                                                                    such
                                                                                                                                                                                                    port(s)
                                                                                                                                                                                                    or
                                                                                                                                                                                                    place(s)
                                                                                                                                                                                                    where
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    may
                                                                                                                                                                                                    load
                                                                                                                                                                                                    or
                                                                                                                                                                                                    discharge,
                                                                                                                                                                                                    and
                                                                                                                                                                                                    all
                                                                                                                                                                                                    requirements
                                                                                                                                                                                                    and
                                                                                                                                                                                                    recommendations
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel’s
                                                                                                                                                                                                    classification
                                                                                                                                                                                                    society
                                                                                                                                                                                                    applicable
                                                                                                                                                                                                    to
                                                                                                                                                                                                    a
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    carrying
                                                                                                                                                                                                    LNG
                                                                                                                                                                                                    worldwide
                                                                                                                                                                                                    within
                                                                                                                                                                                                    the
                                                                                                                                                                                                    limits
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Charter;



 


		(iii)	preparing
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Maintenance
                                                                                                                                                                                                     Schedule
                                                                                                                                                                                                     and
                                                                                                                                                                                                     regular
                                                                                                                                                                                                     updates
                                                                                                                                                                                                     on
                                                                                                                                                                                                     request
                                                                                                                                                                                                     (such
                                                                                                                                                                                                     updates
                                                                                                                                                                                                     to
                                                                                                                                                                                                     commence
                                                                                                                                                                                                     at
                                                                                                                                                                                                     delivery
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel
                                                                                                                                                                                                     from
                                                                                                                                                                                                     the
                                                                                                                                                                                                     shipyard,
                                                                                                                                                                                                     and
                                                                                                                                                                                                     then
                                                                                                                                                                                                     each
                                                                                                                                                                                                     year
                                                                                                                                                                                                     on
                                                                                                                                                                                                     or
                                                                                                                                                                                                     around
                                                                                                                                                                                                     the
                                                                                                                                                                                                     anniversary
                                                                                                                                                                                                     upon
                                                                                                                                                                                                     which
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel
                                                                                                                                                                                                     was
                                                                                                                                                                                                     classified
                                                                                                                                                                                                     by
                                                                                                                                                                                                     its
                                                                                                                                                                                                     classification
                                                                                                                                                                                                     society)
                                                                                                                                                                                                     for
                                                                                                                                                                                                     approval
                                                                                                                                                                                                     by
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Owners
                                                                                                                                                                                                     (such
                                                                                                                                                                                                     approval
                                                                                                                                                                                                     not
                                                                                                                                                                                                     to
                                                                                                                                                                                                     be
                                                                                                                                                                                                     unreasonably
                                                                                                                                                                                                     withheld
                                                                                                                                                                                                     or
                                                                                                                                                                                                     delayed);



 


		(iv)	arrangement
                                                                                                                                                                                                    and
                                                                                                                                                                                                    supervision
                                                                                                                                                                                                    of
                                                                                                                                                                                                    dry
                                                                                                                                                                                                    dockings,
                                                                                                                                                                                                    repairs,
                                                                                                                                                                                                    alterations
                                                                                                                                                                                                    and
                                                                                                                                                                                                    the
                                                                                                                                                                                                    upkeep
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    in
                                                                                                                                                                                                    accordance
                                                                                                                                                                                                    with
                                                                                                                                                                                                    first
                                                                                                                                                                                                    class
                                                                                                                                                                                                    LNG
                                                                                                                                                                                                    ship
                                                                                                                                                                                                    management
                                                                                                                                                                                                    practice
                                                                                                                                                                                                    provided
                                                                                                                                                                                                    that
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Owners
                                                                                                                                                                                                    shall
                                                                                                                                                                                                    allocate
                                                                                                                                                                                                    sufficient
                                                                                                                                                                                                    funds
                                                                                                                                                                                                    and
                                                                                                                                                                                                    approve
                                                                                                                                                                                                    the
                                                                                                                                                                                                    relevant
                                                                                                                                                                                                    Annual
                                                                                                                                                                                                    Budgets
                                                                                                                                                                                                    and
                                                                                                                                                                                                    Supplementary
                                                                                                                                                                                                    Budgets
                                                                                                                                                                                                    to
                                                                                                                                                                                                    ensure
                                                                                                                                                                                                    that
                                                                                                                                                                                                    Managers
                                                                                                                                                                                                    can
                                                                                                                                                                                                    incur
                                                                                                                                                                                                    the
                                                                                                                                                                                                    necessary
                                                                                                                                                                                                    expenditure
                                                                                                                                                                                                    to
                                                                                                                                                                                                    ensure
                                                                                                                                                                                                    that
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    will
                                                                                                                                                                                                    comply
                                                                                                                                                                                                    with
                                                                                                                                                                                                    the
                                                                                                                                                                                                    law
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    flag
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    and
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    places
                                                                                                                                                                                                    where
                                                                                                                                                                                                    she
                                                                                                                                                                                                    trades,
                                                                                                                                                                                                    and
                                                                                                                                                                                                    all
                                                                                                                                                                                                    requirements
                                                                                                                                                                                                    and
                                                                                                                                                                                                    recommendations
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    classification
                                                                                                                                                                                                    society;



 


		(v)	investigating
                                                                                                                                                                                                   and
                                                                                                                                                                                                   reporting
                                                                                                                                                                                                   to
                                                                                                                                                                                                   Owners
                                                                                                                                                                                                   any
                                                                                                                                                                                                   technical
                                                                                                                                                                                                   faults
                                                                                                                                                                                                   or
                                                                                                                                                                                                   problems
                                                                                                                                                                                                   material
                                                                                                                                                                                                   to
                                                                                                                                                                                                   the
                                                                                                                                                                                                   performance
                                                                                                                                                                                                   of
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Vessel
                                                                                                                                                                                                   and
                                                                                                                                                                                                   arranging
                                                                                                                                                                                                   for
                                                                                                                                                                                                   their
                                                                                                                                                                                                   repair
                                                                                                                                                                                                   in
                                                                                                                                                                                                   consultation
                                                                                                                                                                                                   with
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Owners;



 


		(vi)	arrange
                                                                                                                                                                                                    for
                                                                                                                                                                                                    the
                                                                                                                                                                                                    victualing
                                                                                                                                                                                                    and
                                                                                                                                                                                                    storing
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    appropriate
                                                                                                                                                                                                    to
                                                                                                                                                                                                    the
                                                                                                                                                                                                    declared
                                                                                                                                                                                                    operational
                                                                                                                                                                                                    status
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    and
                                                                                                                                                                                                    place
                                                                                                                                                                                                    and
                                                                                                                                                                                                    effect
                                                                                                                                                                                                    payment
                                                                                                                                                                                                    for
                                                                                                                                                                                                    contracts
                                                                                                                                                                                                    for
                                                                                                                                                                                                    lubricating
                                                                                                                                                                                                    oil,
                                                                                                                                                                                                    paints
                                                                                                                                                                                                    and
                                                                                                                                                                                                    all
                                                                                                                                                                                                    consumable
                                                                                                                                                                                                    materials
                                                                                                                                                                                                    where
                                                                                                                                                                                                    they
                                                                                                                                                                                                    are
                                                                                                                                                                                                    not
                                                                                                                                                                                                    for
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Charterers’
                                                                                                                                                                                                    account,
                                                                                                                                                                                                    together
                                                                                                                                                                                                    with
                                                                                                                                                                                                    any
                                                                                                                                                                                                    other
                                                                                                                                                                                                    contracts
                                                                                                                                                                                                    that
                                                                                                                                                                                                    may
                                                                                                                                                                                                    be
                                                                                                                                                                                                    agreed
                                                                                                                                                                                                    with
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Owners
                                                                                                                                                                                                    from
                                                                                                                                                                                                    time
                                                                                                                                                                                                    to
                                                                                                                                                                                                    time
                                                                                                                                                                                                    in
                                                                                                                                                                                                    accordance
                                                                                                                                                                                                    with
                                                                                                                                                                                                    Clause
                                                                                                                                                                                                    3.2.2;



 


		(vii)	appointment
                                                                                                                                                                                                     of
                                                                                                                                                                                                     surveyors
                                                                                                                                                                                                     and
                                                                                                                                                                                                     technical
                                                                                                                                                                                                     consultants
                                                                                                                                                                                                     as
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Managers
                                                                                                                                                                                                     may
                                                                                                                                                                                                     consider
                                                                                                                                                                                                     from
                                                                                                                                                                                                     time
                                                                                                                                                                                                     to
                                                                                                                                                                                                     time
                                                                                                                                                                                                     be
                                                                                                                                                                                                     necessary;







    	9



    	



    




		(viii)	development,
                                                                                                                                                                                                      implementation
                                                                                                                                                                                                      of
                                                                                                                                                                                                      and
                                                                                                                                                                                                      maintenance
                                                                                                                                                                                                      of
                                                                                                                                                                                                      a
                                                                                                                                                                                                      SMS
                                                                                                                                                                                                      and
                                                                                                                                                                                                      obtaining
                                                                                                                                                                                                      and
                                                                                                                                                                                                      maintaining
                                                                                                                                                                                                      valid
                                                                                                                                                                                                      certificates
                                                                                                                                                                                                      evidencing
                                                                                                                                                                                                      compliance
                                                                                                                                                                                                      with
                                                                                                                                                                                                      this
                                                                                                                                                                                                      Clause,
                                                                                                                                                                                                      including
                                                                                                                                                                                                      without
                                                                                                                                                                                                      limitation,
                                                                                                                                                                                                      a
                                                                                                                                                                                                      valid
                                                                                                                                                                                                      document
                                                                                                                                                                                                      of
                                                                                                                                                                                                      compliance
                                                                                                                                                                                                      in
                                                                                                                                                                                                      relation
                                                                                                                                                                                                      to
                                                                                                                                                                                                      itself
                                                                                                                                                                                                      and
                                                                                                                                                                                                      valid
                                                                                                                                                                                                      safety
                                                                                                                                                                                                      management
                                                                                                                                                                                                      certificates
                                                                                                                                                                                                      in
                                                                                                                                                                                                      respect
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      as
                                                                                                                                                                                                      required
                                                                                                                                                                                                      by
                                                                                                                                                                                                      the
                                                                                                                                                                                                      ISM
                                                                                                                                                                                                      and
                                                                                                                                                                                                      ISPS
                                                                                                                                                                                                      Codes;



 


		(ix)	provide
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Owners
                                                                                                                                                                                                    with
                                                                                                                                                                                                    copies
                                                                                                                                                                                                    of
                                                                                                                                                                                                    any
                                                                                                                                                                                                    and
                                                                                                                                                                                                    all
                                                                                                                                                                                                    documents
                                                                                                                                                                                                    of
                                                                                                                                                                                                    compliance
                                                                                                                                                                                                    and
                                                                                                                                                                                                    safety
                                                                                                                                                                                                    management
                                                                                                                                                                                                    certificates
                                                                                                                                                                                                    as
                                                                                                                                                                                                    described
                                                                                                                                                                                                    in
                                                                                                                                                                                                    Clause
                                                                                                                                                                                                    3.2.1(viii)
                                                                                                                                                                                                    upon
                                                                                                                                                                                                    issuance;



 


		(x)	keep
                                                                                                                                                                                                   or
                                                                                                                                                                                                   procure
                                                                                                                                                                                                   that
                                                                                                                                                                                                   there
                                                                                                                                                                                                   is
                                                                                                                                                                                                   kept
                                                                                                                                                                                                   on
                                                                                                                                                                                                   board
                                                                                                                                                                                                   the
                                                                                                                                                                                                   Vessel
                                                                                                                                                                                                   at
                                                                                                                                                                                                   all
                                                                                                                                                                                                   times:



 


		(a)	all
                                                                                                                                                                                                 certificates
                                                                                                                                                                                                 and
                                                                                                                                                                                                 documents
                                                                                                                                                                                                 required
                                                                                                                                                                                                 from
                                                                                                                                                                                                 time
                                                                                                                                                                                                 to
                                                                                                                                                                                                 time
                                                                                                                                                                                                 by
                                                                                                                                                                                                 any
                                                                                                                                                                                                 applicable
                                                                                                                                                                                                 law
                                                                                                                                                                                                 or
                                                                                                                                                                                                 regulations
                                                                                                                                                                                                 to
                                                                                                                                                                                                 enable
                                                                                                                                                                                                 her
                                                                                                                                                                                                 to
                                                                                                                                                                                                 perform
                                                                                                                                                                                                 the
                                                                                                                                                                                                 Charter
                                                                                                                                                                                                 between
                                                                                                                                                                                                 the
                                                                                                                                                                                                 Primary
                                                                                                                                                                                                 Terminals
                                                                                                                                                                                                 without
                                                                                                                                                                                                 delay,



 


		(b)	valid
                                                                                                                                                                                                 certificates
                                                                                                                                                                                                 in
                                                                                                                                                                                                 force
                                                                                                                                                                                                 as
                                                                                                                                                                                                 required
                                                                                                                                                                                                 by
                                                                                                                                                                                                 the
                                                                                                                                                                                                 Flag
                                                                                                                                                                                                 State,



 


		(c)	any
                                                                                                                                                                                                 further
                                                                                                                                                                                                 certificates
                                                                                                                                                                                                 and
                                                                                                                                                                                                 documents
                                                                                                                                                                                                 required
                                                                                                                                                                                                 from
                                                                                                                                                                                                 time
                                                                                                                                                                                                 to
                                                                                                                                                                                                 time
                                                                                                                                                                                                 by
                                                                                                                                                                                                 any
                                                                                                                                                                                                 applicable
                                                                                                                                                                                                 law
                                                                                                                                                                                                 or
                                                                                                                                                                                                 regulations
                                                                                                                                                                                                 to
                                                                                                                                                                                                 enable
                                                                                                                                                                                                 her
                                                                                                                                                                                                 to
                                                                                                                                                                                                 perform
                                                                                                                                                                                                 the
                                                                                                                                                                                                 Charter
                                                                                                                                                                                                 without
                                                                                                                                                                                                 delay,



 


		(d)	an
                                                                                                                                                                                                 ITF
                                                                                                                                                                                                 certificate
                                                                                                                                                                                                 or
                                                                                                                                                                                                 equivalent
                                                                                                                                                                                                 allowing
                                                                                                                                                                                                 Vessel’s
                                                                                                                                                                                                 calls
                                                                                                                                                                                                 and
                                                                                                                                                                                                 operations
                                                                                                                                                                                                 in
                                                                                                                                                                                                 all
                                                                                                                                                                                                 ports
                                                                                                                                                                                                 to
                                                                                                                                                                                                 which
                                                                                                                                                                                                 the
                                                                                                                                                                                                 Vessel
                                                                                                                                                                                                 is
                                                                                                                                                                                                 ordered
                                                                                                                                                                                                 under
                                                                                                                                                                                                 the
                                                                                                                                                                                                 Charter
                                                                                                                                                                                                 where
                                                                                                                                                                                                 an
                                                                                                                                                                                                 ITF
                                                                                                                                                                                                 certificate
                                                                                                                                                                                                 or
                                                                                                                                                                                                 equivalent
                                                                                                                                                                                                 is
                                                                                                                                                                                                 required,
                                                                                                                                                                                                 and



 


		(e)	a
                                                                                                                                                                                                 copy
                                                                                                                                                                                                 of
                                                                                                                                                                                                 all
                                                                                                                                                                                                 documents
                                                                                                                                                                                                 of
                                                                                                                                                                                                 compliance
                                                                                                                                                                                                 and
                                                                                                                                                                                                 the
                                                                                                                                                                                                 original
                                                                                                                                                                                                 of
                                                                                                                                                                                                 any
                                                                                                                                                                                                 safety
                                                                                                                                                                                                 management
                                                                                                                                                                                                 certificates
                                                                                                                                                                                                 as
                                                                                                                                                                                                 described
                                                                                                                                                                                                 in
                                                                                                                                                                                                 Clause
                                                                                                                                                                                                 3.2.1(viii);



 


		(xi)	arrangement
                                                                                                                                                                                                    of
                                                                                                                                                                                                    periodic
                                                                                                                                                                                                    analysis
                                                                                                                                                                                                    by
                                                                                                                                                                                                    third
                                                                                                                                                                                                    parties
                                                                                                                                                                                                    of
                                                                                                                                                                                                    the
                                                                                                                                                                                                    bunker
                                                                                                                                                                                                    fuel
                                                                                                                                                                                                    and
                                                                                                                                                                                                    reporting
                                                                                                                                                                                                    the
                                                                                                                                                                                                    results
                                                                                                                                                                                                    of
                                                                                                                                                                                                    such
                                                                                                                                                                                                    analysis
                                                                                                                                                                                                    to
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Owners
                                                                                                                                                                                                    (the
                                                                                                                                                                                                    costs
                                                                                                                                                                                                    being
                                                                                                                                                                                                    included
                                                                                                                                                                                                    in
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel’s
                                                                                                                                                                                                    running
                                                                                                                                                                                                    costs):



 


		(xii)	noting
                                                                                                                                                                                                     requirements
                                                                                                                                                                                                     resulting
                                                                                                                                                                                                     from
                                                                                                                                                                                                     safety
                                                                                                                                                                                                     and
                                                                                                                                                                                                     any
                                                                                                                                                                                                     external
                                                                                                                                                                                                     ship
                                                                                                                                                                                                     inspections
                                                                                                                                                                                                     and
                                                                                                                                                                                                     implementing
                                                                                                                                                                                                     these
                                                                                                                                                                                                     insofar
                                                                                                                                                                                                     as
                                                                                                                                                                                                     they
                                                                                                                                                                                                     affect
                                                                                                                                                                                                     the
                                                                                                                                                                                                     operation
                                                                                                                                                                                                     or
                                                                                                                                                                                                     safety
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel
                                                                                                                                                                                                     (such
                                                                                                                                                                                                     implementation
                                                                                                                                                                                                     to
                                                                                                                                                                                                     be
                                                                                                                                                                                                     at
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Owners’
                                                                                                                                                                                                     expense);



 


		(xiii)	implementing
                                                                                                                                                                                                      safety
                                                                                                                                                                                                      recommendations
                                                                                                                                                                                                      issued
                                                                                                                                                                                                      in
                                                                                                                                                                                                      terms
                                                                                                                                                                                                      of
                                                                                                                                                                                                      all
                                                                                                                                                                                                      international
                                                                                                                                                                                                      conventions
                                                                                                                                                                                                      (at
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners’
                                                                                                                                                                                                      expense);



 


		(xiv)	arrange,
                                                                                                                                                                                                     where
                                                                                                                                                                                                     necessary
                                                                                                                                                                                                     for
                                                                                                                                                                                                     the
                                                                                                                                                                                                     superintendent
                                                                                                                                                                                                     or
                                                                                                                                                                                                     other
                                                                                                                                                                                                     staff
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Managers
                                                                                                                                                                                                     to
                                                                                                                                                                                                     visit
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel.
                                                                                                                                                                                                     If
                                                                                                                                                                                                     the
                                                                                                                                                                                                     superintendent
                                                                                                                                                                                                     or
                                                                                                                                                                                                     other
                                                                                                                                                                                                     staff
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Managers
                                                                                                                                                                                                     have
                                                                                                                                                                                                     reason
                                                                                                                                                                                                     to
                                                                                                                                                                                                     spend
                                                                                                                                                                                                     more
                                                                                                                                                                                                     than
                                                                                                                                                                                                     twenty-five
                                                                                                                                                                                                     (25)
                                                                                                                                                                                                     days
                                                                                                                                                                                                     in
                                                                                                                                                                                                     aggregate
                                                                                                                                                                                                     in
                                                                                                                                                                                                     any
                                                                                                                                                                                                     calendar
                                                                                                                                                                                                     year
                                                                                                                                                                                                     (or
                                                                                                                                                                                                     pro
                                                                                                                                                                                                     rata
                                                                                                                                                                                                     for
                                                                                                                                                                                                     part
                                                                                                                                                                                                     of
                                                                                                                                                                                                     a
                                                                                                                                                                                                     calendar
                                                                                                                                                                                                     year)
                                                                                                                                                                                                     visiting
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel,
                                                                                                                                                                                                     their
                                                                                                                                                                                                     services
                                                                                                                                                                                                     will
                                                                                                                                                                                                     be
                                                                                                                                                                                                     charged
                                                                                                                                                                                                     out
                                                                                                                                                                                                     at
                                                                                                                                                                                                     the
                                                                                                                                                                                                     rate
                                                                                                                                                                                                     specified
                                                                                                                                                                                                     in
                                                                                                                                                                                                     Clause
                                                                                                                                                                                                     7.4
                                                                                                                                                                                                     below;







    	10



    	



    




		(xv)	ensure
                                                                                                                                                                                                    that
                                                                                                                                                                                                    maritime,
                                                                                                                                                                                                    safety
                                                                                                                                                                                                    and
                                                                                                                                                                                                    cargo
                                                                                                                                                                                                    custody
                                                                                                                                                                                                    standards
                                                                                                                                                                                                    are
                                                                                                                                                                                                    in
                                                                                                                                                                                                    accordance
                                                                                                                                                                                                    with
                                                                                                                                                                                                    first
                                                                                                                                                                                                    class
                                                                                                                                                                                                    international
                                                                                                                                                                                                    LNG
                                                                                                                                                                                                    shipping
                                                                                                                                                                                                    practice
                                                                                                                                                                                                    and
                                                                                                                                                                                                    are
                                                                                                                                                                                                    maintained
                                                                                                                                                                                                    by
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Crew
                                                                                                                                                                                                    whenever
                                                                                                                                                                                                    such
                                                                                                                                                                                                    personnel
                                                                                                                                                                                                    are
                                                                                                                                                                                                    serving
                                                                                                                                                                                                    on
                                                                                                                                                                                                    board
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel;



 


		(xvi)	arrange
                                                                                                                                                                                                     and
                                                                                                                                                                                                     effect
                                                                                                                                                                                                     payment
                                                                                                                                                                                                     on
                                                                                                                                                                                                     behalf
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Owners
                                                                                                                                                                                                     for
                                                                                                                                                                                                     the
                                                                                                                                                                                                     towage
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel
                                                                                                                                                                                                     when
                                                                                                                                                                                                     appropriate;



 


		(xvii)	arrange,
                                                                                                                                                                                                      maintain,
                                                                                                                                                                                                      and
                                                                                                                                                                                                      effect
                                                                                                                                                                                                      preparation
                                                                                                                                                                                                      and
                                                                                                                                                                                                      payment
                                                                                                                                                                                                      on
                                                                                                                                                                                                      behalf
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners
                                                                                                                                                                                                      for
                                                                                                                                                                                                      suitable
                                                                                                                                                                                                      moorings
                                                                                                                                                                                                      for
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      for
                                                                                                                                                                                                      lay-up
                                                                                                                                                                                                      at
                                                                                                                                                                                                      such
                                                                                                                                                                                                      locations
                                                                                                                                                                                                      as
                                                                                                                                                                                                      may
                                                                                                                                                                                                      from
                                                                                                                                                                                                      time
                                                                                                                                                                                                      to
                                                                                                                                                                                                      time
                                                                                                                                                                                                      be
                                                                                                                                                                                                      mutually
                                                                                                                                                                                                      agreed
                                                                                                                                                                                                      relative
                                                                                                                                                                                                      to
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel’s
                                                                                                                                                                                                      positioning
                                                                                                                                                                                                      requirements
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners;



 


		(xviii)	handle
                                                                                                                                                                                                       port
                                                                                                                                                                                                       disbursement
                                                                                                                                                                                                       accounts
                                                                                                                                                                                                       where
                                                                                                                                                                                                       these
                                                                                                                                                                                                       are
                                                                                                                                                                                                       not
                                                                                                                                                                                                       for
                                                                                                                                                                                                       the
                                                                                                                                                                                                       Charterers’
                                                                                                                                                                                                       account;



 


		(xix)	navigate
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel,
                                                                                                                                                                                                     handle
                                                                                                                                                                                                     all
                                                                                                                                                                                                     necessary
                                                                                                                                                                                                     communications,
                                                                                                                                                                                                     manage
                                                                                                                                                                                                     all
                                                                                                                                                                                                     cargo
                                                                                                                                                                                                     operations
                                                                                                                                                                                                     on
                                                                                                                                                                                                     behalf
                                                                                                                                                                                                     of
                                                                                                                                                                                                     Owners,
                                                                                                                                                                                                     and
                                                                                                                                                                                                     provide
                                                                                                                                                                                                     for
                                                                                                                                                                                                     the
                                                                                                                                                                                                     security
                                                                                                                                                                                                     and
                                                                                                                                                                                                     safety
                                                                                                                                                                                                     of
                                                                                                                                                                                                     the
                                                                                                                                                                                                     Vessel,
                                                                                                                                                                                                     cargo
                                                                                                                                                                                                     and
                                                                                                                                                                                                     Crew,
                                                                                                                                                                                                     all
                                                                                                                                                                                                     in
                                                                                                                                                                                                     accordance
                                                                                                                                                                                                     with
                                                                                                                                                                                                     first
                                                                                                                                                                                                     class
                                                                                                                                                                                                     LNG
                                                                                                                                                                                                     ship
                                                                                                                                                                                                     management
                                                                                                                                                                                                     practice;



 


		(xx)	ensure
                                                                                                                                                                                                    that
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Vessel
                                                                                                                                                                                                    is
                                                                                                                                                                                                    compatible
                                                                                                                                                                                                    with
                                                                                                                                                                                                    existing
                                                                                                                                                                                                    LNG
                                                                                                                                                                                                    liquefaction
                                                                                                                                                                                                    terminals,
                                                                                                                                                                                                    regasification
                                                                                                                                                                                                    terminals
                                                                                                                                                                                                    and
                                                                                                                                                                                                    ship/shore
                                                                                                                                                                                                    interfaces,
                                                                                                                                                                                                    at
                                                                                                                                                                                                    the
                                                                                                                                                                                                    Primary
                                                                                                                                                                                                    Terminals
                                                                                                                                                                                                    and
                                                                                                                                                                                                    to
                                                                                                                                                                                                    maintain
                                                                                                                                                                                                    such
                                                                                                                                                                                                    compatibility
                                                                                                                                                                                                    and
                                                                                                                                                                                                    all
                                                                                                                                                                                                    necessary
                                                                                                                                                                                                    certificates
                                                                                                                                                                                                    and
                                                                                                                                                                                                    documentation;



 


		(xxi)	undertake
                                                                                                                                                                                                     vessel-terminal
                                                                                                                                                                                                     compatibility
                                                                                                                                                                                                     studies
                                                                                                                                                                                                     as
                                                                                                                                                                                                     requested
                                                                                                                                                                                                     by
                                                                                                                                                                                                     Owners
                                                                                                                                                                                                     and
                                                                                                                                                                                                     at
                                                                                                                                                                                                     Owners’
                                                                                                                                                                                                     expense;
                                                                                                                                                                                                     and



 


		(xxii)	manage
                                                                                                                                                                                                      and
                                                                                                                                                                                                      operate
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      on
                                                                                                                                                                                                      behalf
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners
                                                                                                                                                                                                      in
                                                                                                                                                                                                      any
                                                                                                                                                                                                      part
                                                                                                                                                                                                      of
                                                                                                                                                                                                      the
                                                                                                                                                                                                      world
                                                                                                                                                                                                      to
                                                                                                                                                                                                      first
                                                                                                                                                                                                      class
                                                                                                                                                                                                      industry
                                                                                                                                                                                                      standards
                                                                                                                                                                                                      for
                                                                                                                                                                                                      an
                                                                                                                                                                                                      LNG
                                                                                                                                                                                                      carrier,
                                                                                                                                                                                                      provided
                                                                                                                                                                                                      that
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      shall
                                                                                                                                                                                                      be
                                                                                                                                                                                                      employed
                                                                                                                                                                                                      in
                                                                                                                                                                                                      lawful
                                                                                                                                                                                                      trades,
                                                                                                                                                                                                      as
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners
                                                                                                                                                                                                      may
                                                                                                                                                                                                      direct,
                                                                                                                                                                                                      between
                                                                                                                                                                                                      good
                                                                                                                                                                                                      and
                                                                                                                                                                                                      safe
                                                                                                                                                                                                      ports
                                                                                                                                                                                                      and
                                                                                                                                                                                                      places
                                                                                                                                                                                                      where
                                                                                                                                                                                                      she
                                                                                                                                                                                                      can
                                                                                                                                                                                                      always
                                                                                                                                                                                                      be
                                                                                                                                                                                                      safely
                                                                                                                                                                                                      afloat,
                                                                                                                                                                                                      and
                                                                                                                                                                                                      further
                                                                                                                                                                                                      provided
                                                                                                                                                                                                      that
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Vessel
                                                                                                                                                                                                      shall
                                                                                                                                                                                                      not
                                                                                                                                                                                                      trade
                                                                                                                                                                                                      to
                                                                                                                                                                                                      ports
                                                                                                                                                                                                      or
                                                                                                                                                                                                      areas
                                                                                                                                                                                                      where,
                                                                                                                                                                                                      at
                                                                                                                                                                                                      the
                                                                                                                                                                                                      time
                                                                                                                                                                                                      in
                                                                                                                                                                                                      question,
                                                                                                                                                                                                      there
                                                                                                                                                                                                      are
                                                                                                                                                                                                      expected
                                                                                                                                                                                                      to
                                                                                                                                                                                                      be
                                                                                                                                                                                                      hostilities,
                                                                                                                                                                                                      wars,
                                                                                                                                                                                                      warlike
                                                                                                                                                                                                      operations,
                                                                                                                                                                                                      civil
                                                                                                                                                                                                      commotions
                                                                                                                                                                                                      or
                                                                                                                                                                                                      revolutions,
                                                                                                                                                                                                      unless
                                                                                                                                                                                                      the
                                                                                                                                                                                                      Owners
                                                                                                                                                                                                      are
                                                                                                                                                                                                      able
                                                                                                                                                                                                      to
                                                                                                                                                                                                      obtain
                                                                                                                                                                                                      war
                                                                                                                                                                                                      risks
                                                                                                                                                                                                      insurance
                                                                                                                                                                                                      against
                                                                                                                                                                                                      such
                                                                                                                                                                                                      eventuality.



 


Managers
shall at all times have the right to refuse to carry out any instructions from the Owners or the Charterers to trade or lay up
the Vessel if Managers can clearly demonstrate that by doing so, it would contravene any applicable laws and regulations of the
Vessel’s flag, the classification society or of the places she trades.


 


Furthermore,
Managers shall not be held to be in breach of this Agreement, should at any time the Vessel fail to conform to its class standards
or fail to conform to statutory or international standards, except to the extent that such failures result from the negligence
or breach of this Agreement by the Managers.



    	11



    	



    







		3.2.2.	Procurement



 


Subject
to the terms of this Agreement, the Managers shall have discretion to procure all stores, spares, equipment, provisions, oils,
fuels and any other goods, materials or services to be supplied to the Vessel by the Managers in performance of their Management
Services from whatever source or supplier they may deem appropriate provided that:


 


		(i)	the
                                                                                                                                             Managers
                                                                                                                                             use
                                                                                                                                             all
                                                                                                                                             reasonable
                                                                                                                                             efforts
                                                                                                                                             to
                                                                                                                                             achieve
                                                                                                                                             the
                                                                                                                                             lowest
                                                                                                                                             prices
                                                                                                                                             available
                                                                                                                                             for
                                                                                                                                             the
                                                                                                                                             appropriate
                                                                                                                                             quality
                                                                                                                                             of
                                                                                                                                             goods
                                                                                                                                             or
                                                                                                                                             services;



 


		(ii)	the
                                                                                                                                              Managers
                                                                                                                                              shall
                                                                                                                                              provide
                                                                                                                                              Owners
                                                                                                                                              with
                                                                                                                                              the
                                                                                                                                              benefit
                                                                                                                                              of
                                                                                                                                              all
                                                                                                                                              discounts,
                                                                                                                                              rebates
                                                                                                                                              or
                                                                                                                                              other
                                                                                                                                              financial
                                                                                                                                              incentives
                                                                                                                                              provided
                                                                                                                                              by
                                                                                                                                              any
                                                                                                                                              suppliers,
                                                                                                                                              and
                                                                                                                                              all
                                                                                                                                              amounts
                                                                                                                                              billed
                                                                                                                                              to
                                                                                                                                              Owners
                                                                                                                                              in
                                                                                                                                              connection
                                                                                                                                              with
                                                                                                                                              all
                                                                                                                                              stores,
                                                                                                                                              spares,
                                                                                                                                              equipment,
                                                                                                                                              provisions,
                                                                                                                                              oils,
                                                                                                                                              fuels
                                                                                                                                              and
                                                                                                                                              any
                                                                                                                                              other
                                                                                                                                              goods,
                                                                                                                                              materials
                                                                                                                                              or
                                                                                                                                              services
                                                                                                                                              to
                                                                                                                                              be
                                                                                                                                              supplied
                                                                                                                                              to
                                                                                                                                              the
                                                                                                                                              Vessel
                                                                                                                                              shall
                                                                                                                                              reflect
                                                                                                                                              any
                                                                                                                                              such
                                                                                                                                              discounts,
                                                                                                                                              rebates
                                                                                                                                              or
                                                                                                                                              financial
                                                                                                                                              incentives;
                                                                                                                                              and



 


		(iii)	the
                                                                                                                                               Owners
                                                                                                                                               reserve
                                                                                                                                               the
                                                                                                                                               right
                                                                                                                                               to
                                                                                                                                               require
                                                                                                                                               the
                                                                                                                                               Managers
                                                                                                                                               to
                                                                                                                                               procure
                                                                                                                                               such
                                                                                                                                               goods,
                                                                                                                                               materials
                                                                                                                                               and
                                                                                                                                               services
                                                                                                                                               from
                                                                                                                                               sources
                                                                                                                                               or
                                                                                                                                               suppliers
                                                                                                                                               they
                                                                                                                                               may
                                                                                                                                               notify
                                                                                                                                               to
                                                                                                                                               the
                                                                                                                                               Managers
                                                                                                                                               from
                                                                                                                                               time
                                                                                                                                               to
                                                                                                                                               time
                                                                                                                                               provided
                                                                                                                                               that:



 


		(a)	the
                                                                                                                                           Owners
                                                                                                                                           shall
                                                                                                                                           not
                                                                                                                                           unreasonably
                                                                                                                                           interfere
                                                                                                                                           with
                                                                                                                                           the
                                                                                                                                           aforementioned
                                                                                                                                           Managers’
                                                                                                                                           procurement
                                                                                                                                           processes;



 


		(b)	the
                                                                                                                                           Owners
                                                                                                                                           may
                                                                                                                                           not
                                                                                                                                           force
                                                                                                                                           the
                                                                                                                                           Managers
                                                                                                                                           to
                                                                                                                                           breach
                                                                                                                                           the
                                                                                                                                           terms
                                                                                                                                           of
                                                                                                                                           any
                                                                                                                                           existing
                                                                                                                                           procurement
                                                                                                                                           contract
                                                                                                                                           to
                                                                                                                                           the
                                                                                                                                           extent
                                                                                                                                           such
                                                                                                                                           contract
                                                                                                                                           is
                                                                                                                                           consistent
                                                                                                                                           with
                                                                                                                                           the
                                                                                                                                           terms
                                                                                                                                           of
                                                                                                                                           this
                                                                                                                                           Agreement
                                                                                                                                           and
                                                                                                                                           standard
                                                                                                                                           industry
                                                                                                                                           practices;
                                                                                                                                           and



 


		(c)	the
                                                                                                                                           Owners
                                                                                                                                           have
                                                                                                                                           due
                                                                                                                                           regard
                                                                                                                                           to
                                                                                                                                           the
                                                                                                                                           interests
                                                                                                                                           of
                                                                                                                                           the
                                                                                                                                           Managers
                                                                                                                                           in
                                                                                                                                           fostering
                                                                                                                                           good
                                                                                                                                           long-term
                                                                                                                                           relationships
                                                                                                                                           with
                                                                                                                                           suppliers;



 


and
where the Owners utilize their rights under this Clause 3.2.2, the Managers shall in no circumstances be liable for the quality
or pricing of the goods, materials and services so provided.


 


		3.3.	Accounting,
                                                                                                                                                 Budgeting,
                                                                                                                                                 and
                                                                                                                                                 Reporting



 


		3.3.1.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall:



 


		(i)	provide
                                                                                                                                             an
                                                                                                                                             accounting
                                                                                                                                             system
                                                                                                                                             in
                                                                                                                                             respect
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Vessel
                                                                                                                                             which
                                                                                                                                             meets
                                                                                                                                             the
                                                                                                                                             reasonable
                                                                                                                                             requirements
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Owners,
                                                                                                                                             and
                                                                                                                                             provide
                                                                                                                                             regular
                                                                                                                                             accounting
                                                                                                                                             services
                                                                                                                                             and
                                                                                                                                             supply
                                                                                                                                             regular
                                                                                                                                             accounting
                                                                                                                                             reports
                                                                                                                                             and
                                                                                                                                             records;
                                                                                                                                             and



 


		(ii)	maintain
                                                                                                                                              a
                                                                                                                                              record
                                                                                                                                              of
                                                                                                                                              all
                                                                                                                                              costs
                                                                                                                                              and
                                                                                                                                              expenditure
                                                                                                                                              incurred
                                                                                                                                              as
                                                                                                                                              well
                                                                                                                                              as
                                                                                                                                              data
                                                                                                                                              necessary
                                                                                                                                              or
                                                                                                                                              proper
                                                                                                                                              for
                                                                                                                                              the
                                                                                                                                              settlement
                                                                                                                                              of
                                                                                                                                              accounts
                                                                                                                                              between
                                                                                                                                              the
                                                                                                                                              parties.



 


		3.3.2.	The
Managers shall present to the Owners annually a budget in respect of the estimated costs of operating the Vessel for the following
twelve months in the current







    	12



    	



    







	 	reporting form of the Managers, which is acceptable to the Owners (the “Annual Budget”). The initial Annual Budget is attached hereto at Annex “C,” and shall be for the period from the Effective Date until 31 December 2014, with a full twelve (12) month Annual Budget submitted yearly thereafter, ending on the day immediately preceding the Review Date. Subsequent Annual Budgets shall be prepared by the Managers for approval by the Owners at least two (2) months before each Review Date. 







 


		3.3.3.	The
                                                                                                                                                   Owners
                                                                                                                                                   shall
                                                                                                                                                   indicate
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   their
                                                                                                                                                   acceptance
                                                                                                                                                   and
                                                                                                                                                   approval
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   within
                                                                                                                                                   one
                                                                                                                                                   month
                                                                                                                                                   of
                                                                                                                                                   presentation
                                                                                                                                                   and
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   absence
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   such
                                                                                                                                                   indication
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   entitled
                                                                                                                                                   to
                                                                                                                                                   assume
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   have
                                                                                                                                                   accepted
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   as
                                                                                                                                                   provided.



 


		3.3.4.	If
                                                                                                                                                   after
                                                                                                                                                   the
                                                                                                                                                   approval
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   pursuant
                                                                                                                                                   to
                                                                                                                                                   Clauses
                                                                                                                                                   3.3.2
                                                                                                                                                   and
                                                                                                                                                   3.3.3,
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   or
                                                                                                                                                   Managers
                                                                                                                                                   anticipate
                                                                                                                                                   material
                                                                                                                                                   changes
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   Operational
                                                                                                                                                   Costs
                                                                                                                                                   (or
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   initial
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   set
                                                                                                                                                   out
                                                                                                                                                   in
                                                                                                                                                   Annex
                                                                                                                                                   “C”,
                                                                                                                                                   if
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   believe
                                                                                                                                                   such
                                                                                                                                                   initial
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   is
                                                                                                                                                   inaccurate
                                                                                                                                                   or
                                                                                                                                                   unworkable),
                                                                                                                                                   then
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   prepare
                                                                                                                                                   a
                                                                                                                                                   supplementary
                                                                                                                                                   budget
                                                                                                                                                   reflecting
                                                                                                                                                   such
                                                                                                                                                   changes
                                                                                                                                                   (the
                                                                                                                                                   “Supplementary
                                                                                                                                                   Budget”)
                                                                                                                                                   for
                                                                                                                                                   approval
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   and
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   shall
                                                                                                                                                   indicate
                                                                                                                                                   their
                                                                                                                                                   approval
                                                                                                                                                   or
                                                                                                                                                   non-approval
                                                                                                                                                   of
                                                                                                                                                   a
                                                                                                                                                   Supplementary
                                                                                                                                                   Budget
                                                                                                                                                   within
                                                                                                                                                   one
                                                                                                                                                   month
                                                                                                                                                   of
                                                                                                                                                   it
                                                                                                                                                   being
                                                                                                                                                   presented
                                                                                                                                                   to
                                                                                                                                                   them
                                                                                                                                                   (and
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   absence
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   such
                                                                                                                                                   indication,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   entitled
                                                                                                                                                   to
                                                                                                                                                   assume
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   have
                                                                                                                                                   accepted
                                                                                                                                                   a
                                                                                                                                                   Supplementary
                                                                                                                                                   Budget).
                                                                                                                                                   Upon
                                                                                                                                                   approval
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Owners,
                                                                                                                                                   a
                                                                                                                                                   Supplementary
                                                                                                                                                   Budget
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   treated
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   year
                                                                                                                                                   in
                                                                                                                                                   question
                                                                                                                                                   or
                                                                                                                                                   the
                                                                                                                                                   remainder
                                                                                                                                                   thereof.



 


		3.3.5.	For
                                                                                                                                                   the
                                                                                                                                                   avoidance
                                                                                                                                                   of
                                                                                                                                                   doubt,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   not
                                                                                                                                                   incur
                                                                                                                                                   expenditure
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Vessel
                                                                                                                                                   in
                                                                                                                                                   excess
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   (with
                                                                                                                                                   due
                                                                                                                                                   consideration
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   fact
                                                                                                                                                   that
                                                                                                                                                   expenditure
                                                                                                                                                   may
                                                                                                                                                   be
                                                                                                                                                   phased
                                                                                                                                                   over
                                                                                                                                                   varying
                                                                                                                                                   periods
                                                                                                                                                   or
                                                                                                                                                   may
                                                                                                                                                   fluctuate
                                                                                                                                                   from
                                                                                                                                                   month
                                                                                                                                                   to
                                                                                                                                                   month,
                                                                                                                                                   notwithstanding
                                                                                                                                                   that
                                                                                                                                                   such
                                                                                                                                                   expenditure
                                                                                                                                                   was
                                                                                                                                                   budgeted
                                                                                                                                                   for
                                                                                                                                                   on
                                                                                                                                                   an
                                                                                                                                                   annual
                                                                                                                                                   basis)
                                                                                                                                                   or
                                                                                                                                                   incur
                                                                                                                                                   expenditure
                                                                                                                                                   that
                                                                                                                                                   has
                                                                                                                                                   not
                                                                                                                                                   been
                                                                                                                                                   accounted
                                                                                                                                                   for
                                                                                                                                                   in
                                                                                                                                                   any
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   without
                                                                                                                                                   the
                                                                                                                                                   prior
                                                                                                                                                   consent
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   (which
                                                                                                                                                   shall
                                                                                                                                                   not
                                                                                                                                                   be
                                                                                                                                                   unreasonably
                                                                                                                                                   withheld
                                                                                                                                                   or
                                                                                                                                                   delayed).



 


		3.3.6.	Notwithstanding
                                                                                                                                                   Clause
                                                                                                                                                   3.3.5,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   may
                                                                                                                                                   in
                                                                                                                                                   each
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   period,
                                                                                                                                                   as
                                                                                                                                                   specified
                                                                                                                                                   in
                                                                                                                                                   Clause
                                                                                                                                                   3.3.2,
                                                                                                                                                   incur
                                                                                                                                                   expenditure
                                                                                                                                                   on
                                                                                                                                                   behalf
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   items
                                                                                                                                                   that
                                                                                                                                                   are
                                                                                                                                                   not
                                                                                                                                                   budgeted
                                                                                                                                                   for
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget,
                                                                                                                                                   or
                                                                                                                                                   for
                                                                                                                                                   amounts
                                                                                                                                                   in
                                                                                                                                                   excess
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Annual
                                                                                                                                                   Budget
                                                                                                                                                   amounts,
                                                                                                                                                   without
                                                                                                                                                   the
                                                                                                                                                   approval
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   provided
                                                                                                                                                   that:



 


		(i)	such
                                                                                                                                             expenditure
                                                                                                                                             is
                                                                                                                                             used
                                                                                                                                             only
                                                                                                                                             for
                                                                                                                                             the
                                                                                                                                             proper
                                                                                                                                             performance
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Management
                                                                                                                                             Services;
                                                                                                                                             and



 


		(ii)	such
                                                                                                                                              total
                                                                                                                                              expenditure
                                                                                                                                              does
                                                                                                                                              not
                                                                                                                                              exceed
                                                                                                                                              five
                                                                                                                                              (5)
                                                                                                                                              per
                                                                                                                                              cent
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              total
                                                                                                                                              budgeted
                                                                                                                                              amount
                                                                                                                                              for
                                                                                                                                              that
                                                                                                                                              Annual
                                                                                                                                              Budget
                                                                                                                                              period
                                                                                                                                              or
                                                                                                                                              such
                                                                                                                                              other
                                                                                                                                              amount
                                                                                                                                              that
                                                                                                                                              may
                                                                                                                                              be
                                                                                                                                              agreed
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              parties
                                                                                                                                              from
                                                                                                                                              time
                                                                                                                                              to
                                                                                                                                              time.



 


		3.3.7.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall:







    	13



    	



    




		(i)	by
                                                                                                                                             the
                                                                                                                                             fifteenth
                                                                                                                                             (15th)
                                                                                                                                             Working
                                                                                                                                             Day
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             month
                                                                                                                                             provide
                                                                                                                                             the
                                                                                                                                             Owners
                                                                                                                                             with
                                                                                                                                             a
                                                                                                                                             Vessel
                                                                                                                                             Condition
                                                                                                                                             Report
                                                                                                                                             in
                                                                                                                                             respect
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             previous
                                                                                                                                             month
                                                                                                                                             in
                                                                                                                                             such
                                                                                                                                             form
                                                                                                                                             as
                                                                                                                                             the
                                                                                                                                             Owners
                                                                                                                                             (acting
                                                                                                                                             reasonably)
                                                                                                                                             may
                                                                                                                                             require;



 


		(ii)	by
                                                                                                                                              the
                                                                                                                                              fifteenth
                                                                                                                                              (15th)
                                                                                                                                              Working
                                                                                                                                              Day
                                                                                                                                              of
                                                                                                                                              each
                                                                                                                                              month
                                                                                                                                              provide
                                                                                                                                              the
                                                                                                                                              Owners
                                                                                                                                              with
                                                                                                                                              a
                                                                                                                                              comparison
                                                                                                                                              between
                                                                                                                                              the
                                                                                                                                              budgeted
                                                                                                                                              Operational
                                                                                                                                              Costs
                                                                                                                                              as
                                                                                                                                              set
                                                                                                                                              out
                                                                                                                                              in
                                                                                                                                              the
                                                                                                                                              Annual
                                                                                                                                              Budget
                                                                                                                                              and
                                                                                                                                              actual
                                                                                                                                              Operational
                                                                                                                                              Costs
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              previous
                                                                                                                                              month
                                                                                                                                              (in
                                                                                                                                              accordance
                                                                                                                                              with
                                                                                                                                              the
                                                                                                                                              form
                                                                                                                                              set
                                                                                                                                              out
                                                                                                                                              in
                                                                                                                                              Annex
                                                                                                                                              “F”);



 


		(iii)	by
                                                                                                                                               the
                                                                                                                                               fifteenth
                                                                                                                                               (15th)
                                                                                                                                               Working
                                                                                                                                               Day
                                                                                                                                               of
                                                                                                                                               each
                                                                                                                                               month
                                                                                                                                               provide
                                                                                                                                               the
                                                                                                                                               Owners
                                                                                                                                               with
                                                                                                                                               a
                                                                                                                                               request
                                                                                                                                               for
                                                                                                                                               funds
                                                                                                                                               based
                                                                                                                                               upon
                                                                                                                                               an
                                                                                                                                               estimate
                                                                                                                                               of
                                                                                                                                               the
                                                                                                                                               funding
                                                                                                                                               requirements
                                                                                                                                               of
                                                                                                                                               the
                                                                                                                                               Vessel
                                                                                                                                               that
                                                                                                                                               are
                                                                                                                                               required
                                                                                                                                               in
                                                                                                                                               respect
                                                                                                                                               of
                                                                                                                                               the
                                                                                                                                               next
                                                                                                                                               month
                                                                                                                                               together
                                                                                                                                               with
                                                                                                                                               any
                                                                                                                                               requests
                                                                                                                                               for
                                                                                                                                               approval
                                                                                                                                               of
                                                                                                                                               expenditure
                                                                                                                                               pursuant
                                                                                                                                               to
                                                                                                                                               Clause
                                                                                                                                               3.3.5
                                                                                                                                               and
                                                                                                                                               any
                                                                                                                                               proposed
                                                                                                                                               amendments
                                                                                                                                               to
                                                                                                                                               the
                                                                                                                                               Annual
                                                                                                                                               Budget
                                                                                                                                               pursuant
                                                                                                                                               to
                                                                                                                                               Clause
                                                                                                                                               3.3.4;
                                                                                                                                               and



 


		(iv)	by
                                                                                                                                              the
                                                                                                                                              fifteenth
                                                                                                                                              (15th)
                                                                                                                                              Working
                                                                                                                                              Day
                                                                                                                                              of
                                                                                                                                              each
                                                                                                                                              month
                                                                                                                                              provide
                                                                                                                                              the
                                                                                                                                              Owners
                                                                                                                                              with
                                                                                                                                              a
                                                                                                                                              consolidated
                                                                                                                                              report
                                                                                                                                              on
                                                                                                                                              actual
                                                                                                                                              Operational
                                                                                                                                              Costs
                                                                                                                                              and
                                                                                                                                              if
                                                                                                                                              requested
                                                                                                                                              by
                                                                                                                                              the
                                                                                                                                              Owners,
                                                                                                                                              capital
                                                                                                                                              costs,
                                                                                                                                              including
                                                                                                                                              all
                                                                                                                                              expenses
                                                                                                                                              in
                                                                                                                                              relation
                                                                                                                                              to
                                                                                                                                              financing
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              Vessel,
                                                                                                                                              in
                                                                                                                                              respect
                                                                                                                                              of
                                                                                                                                              the
                                                                                                                                              previous
                                                                                                                                              month.



 


		3.3.8.	If
                                                                                                                                                   requested
                                                                                                                                                   and
                                                                                                                                                   in
                                                                                                                                                   such
                                                                                                                                                   manner
                                                                                                                                                   as
                                                                                                                                                   may
                                                                                                                                                   be
                                                                                                                                                   required
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Owners,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   provide
                                                                                                                                                   the
                                                                                                                                                   necessary
                                                                                                                                                   personnel,
                                                                                                                                                   hardware
                                                                                                                                                   and
                                                                                                                                                   software,
                                                                                                                                                   and
                                                                                                                                                   other
                                                                                                                                                   resources
                                                                                                                                                   necessary
                                                                                                                                                   to
                                                                                                                                                   administer
                                                                                                                                                   on
                                                                                                                                                   Owners’
                                                                                                                                                   behalf
                                                                                                                                                   and
                                                                                                                                                   in
                                                                                                                                                   its
                                                                                                                                                   name
                                                                                                                                                   the
                                                                                                                                                   invoicing
                                                                                                                                                   and
                                                                                                                                                   collection
                                                                                                                                                   of
                                                                                                                                                   hire
                                                                                                                                                   payable
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Charter.



 


		3.4.	Health,
                                                                                                                                                 Safety,
                                                                                                                                                 Security,
                                                                                                                                                 and
                                                                                                                                                 Environmental
                                                                                                                                                 Protection



 


		3.4.1.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   operate
                                                                                                                                                   a
                                                                                                                                                   management
                                                                                                                                                   system
                                                                                                                                                   which
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   approved
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   (such
                                                                                                                                                   approval
                                                                                                                                                   not
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   unreasonably
                                                                                                                                                   withheld
                                                                                                                                                   or
                                                                                                                                                   delayed),
                                                                                                                                                   and
                                                                                                                                                   comply
                                                                                                                                                   and
                                                                                                                                                   ensure
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   Vessel
                                                                                                                                                   and
                                                                                                                                                   the
                                                                                                                                                   Crew
                                                                                                                                                   comply
                                                                                                                                                   with
                                                                                                                                                   all
                                                                                                                                                   applicable
                                                                                                                                                   health,
                                                                                                                                                   safety,
                                                                                                                                                   security
                                                                                                                                                   and
                                                                                                                                                   environmental
                                                                                                                                                   laws
                                                                                                                                                   and
                                                                                                                                                   regulations,
                                                                                                                                                   and
                                                                                                                                                   nothing
                                                                                                                                                   in
                                                                                                                                                   this
                                                                                                                                                   Clause
                                                                                                                                                   3.4
                                                                                                                                                   shall
                                                                                                                                                   derogate
                                                                                                                                                   from
                                                                                                                                                   the
                                                                                                                                                   obligations
                                                                                                                                                   of
                                                                                                                                                   Managers
                                                                                                                                                   to
                                                                                                                                                   comply
                                                                                                                                                   with
                                                                                                                                                   its
                                                                                                                                                   statutory
                                                                                                                                                   responsibilities
                                                                                                                                                   insofar
                                                                                                                                                   as
                                                                                                                                                   they
                                                                                                                                                   relate
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   other
                                                                                                                                                   Management
                                                                                                                                                   Services.



 


		3.4.2.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall,
                                                                                                                                                   in
                                                                                                                                                   relation
                                                                                                                                                   to
                                                                                                                                                   all
                                                                                                                                                   persons
                                                                                                                                                   engaged
                                                                                                                                                   or
                                                                                                                                                   likely
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   engaged
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   execution
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Management
                                                                                                                                                   Services,
                                                                                                                                                   take
                                                                                                                                                   such
                                                                                                                                                   steps
                                                                                                                                                   as
                                                                                                                                                   are
                                                                                                                                                   reasonably
                                                                                                                                                   practicable
                                                                                                                                                   to
                                                                                                                                                   ensure
                                                                                                                                                   their
                                                                                                                                                   health
                                                                                                                                                   and
                                                                                                                                                   safety.



 


		3.4.3.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   make
                                                                                                                                                   available
                                                                                                                                                   for
                                                                                                                                                   inspection
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   at
                                                                                                                                                   all
                                                                                                                                                   times
                                                                                                                                                   all
                                                                                                                                                   registers,
                                                                                                                                                   records
                                                                                                                                                   and
                                                                                                                                                   other
                                                                                                                                                   documentation
                                                                                                                                                   concerning
                                                                                                                                                   health,
                                                                                                                                                   safety,
                                                                                                                                                   security
                                                                                                                                                   (where
                                                                                                                                                   appropriate)
                                                                                                                                                   and
                                                                                                                                                   environmental
                                                                                                                                                   matters
                                                                                                                                                   relating
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Management
                                                                                                                                                   Services.



 


		3.4.4.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   send
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   a
                                                                                                                                                   copy
                                                                                                                                                   of
                                                                                                                                                   every
                                                                                                                                                   notice
                                                                                                                                                   or
                                                                                                                                                   other
                                                                                                                                                   communication
                                                                                                                                                   received
                                                                                                                                                   from
                                                                                                                                                   or
                                                                                                                                                   sent
                                                                                                                                                   to
                                                                                                                                                   any
                                                                                                                                                   person
                                                                                                                                                   or
                                                                                                                                                   body
                                                                                                                                                   concerning
                                                                                                                                                   health,
                                                                                                                                                   safety,
                                                                                                                                                   security
                                                                                                                                                   and/or
                                                                                                                                                   environmental
                                                                                                                                                   matters
                                                                                                                                                   relating
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Management
                                                                                                                                                   Services
                                                                                                                                                   and
                                                                                                                                                   shall
                                                                                                                                                   co-operate
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   in
                                                                                                                                                   respect
                                                                                                                                                   of
                                                                                                                                                   all
                                                                                                                                                   such
                                                                                                                                                   health,
                                                                                                                                                   security,
                                                                                                                                                   safety
                                                                                                                                                   and/or
                                                                                                                                                   environmental
                                                                                                                                                   matters,
                                                                                                                                                   as
                                                                                                                                                   may
                                                                                                                                                   from
                                                                                                                                                   time
                                                                                                                                                   to
                                                                                                                                                   time
                                                                                                                                                   be
                                                                                                                                                   requested
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Owners







    	14



    	



    




		3.4.5.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   use
                                                                                                                                                   all
                                                                                                                                                   reasonable
                                                                                                                                                   endeavors
                                                                                                                                                   to
                                                                                                                                                   ensure
                                                                                                                                                   that
                                                                                                                                                   no
                                                                                                                                                   oil,
                                                                                                                                                   or
                                                                                                                                                   harmful
                                                                                                                                                   or
                                                                                                                                                   hazardous
                                                                                                                                                   substances,
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   description,
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   discharged
                                                                                                                                                   or
                                                                                                                                                   escape
                                                                                                                                                   accidentally
                                                                                                                                                   or
                                                                                                                                                   otherwise,
                                                                                                                                                   from
                                                                                                                                                   the
                                                                                                                                                   Vessel;
                                                                                                                                                   and
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   Vessel,
                                                                                                                                                   its
                                                                                                                                                   Officers
                                                                                                                                                   and
                                                                                                                                                   Crew
                                                                                                                                                   comply
                                                                                                                                                   with
                                                                                                                                                   all
                                                                                                                                                   international,
                                                                                                                                                   national,
                                                                                                                                                   and
                                                                                                                                                   state
                                                                                                                                                   oil
                                                                                                                                                   and
                                                                                                                                                   air
                                                                                                                                                   pollution
                                                                                                                                                   laws,
                                                                                                                                                   conventions
                                                                                                                                                   or
                                                                                                                                                   regulations
                                                                                                                                                   applying
                                                                                                                                                   in,
                                                                                                                                                   or
                                                                                                                                                   to,
                                                                                                                                                   international
                                                                                                                                                   waters
                                                                                                                                                   and
                                                                                                                                                   the
                                                                                                                                                   territorial
                                                                                                                                                   waters
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   countries
                                                                                                                                                   into
                                                                                                                                                   which
                                                                                                                                                   the
                                                                                                                                                   Vessel
                                                                                                                                                   may
                                                                                                                                                   trade
                                                                                                                                                   under
                                                                                                                                                   the
                                                                                                                                                   Charter
                                                                                                                                                   including
                                                                                                                                                   the
                                                                                                                                                   provisions
                                                                                                                                                   of
                                                                                                                                                   OPA
                                                                                                                                                   90
                                                                                                                                                   that
                                                                                                                                                   apply
                                                                                                                                                   to
                                                                                                                                                   tank
                                                                                                                                                   ships.
                                                                                                                                                   This
                                                                                                                                                   shall
                                                                                                                                                   also
                                                                                                                                                   include
                                                                                                                                                   adhering
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   standards
                                                                                                                                                   promulgated
                                                                                                                                                   under
                                                                                                                                                   OPA
                                                                                                                                                   90
                                                                                                                                                   as
                                                                                                                                                   those
                                                                                                                                                   regulations
                                                                                                                                                   apply
                                                                                                                                                   to
                                                                                                                                                   non-tankships
                                                                                                                                                   operating
                                                                                                                                                   within
                                                                                                                                                   the
                                                                                                                                                   jurisdiction
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   United
                                                                                                                                                   States
                                                                                                                                                   whether
                                                                                                                                                   or
                                                                                                                                                   not
                                                                                                                                                   the
                                                                                                                                                   same
                                                                                                                                                   strictly
                                                                                                                                                   apply
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Vessel.



 


		3.4.6.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   not
                                                                                                                                                   treat,
                                                                                                                                                   keep
                                                                                                                                                   or
                                                                                                                                                   dispose
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   waste
                                                                                                                                                   produced
                                                                                                                                                   and/or
                                                                                                                                                   carried
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   as
                                                                                                                                                   a
                                                                                                                                                   result
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Management
                                                                                                                                                   Services
                                                                                                                                                   in
                                                                                                                                                   a
                                                                                                                                                   manner
                                                                                                                                                   likely
                                                                                                                                                   to
                                                                                                                                                   cause
                                                                                                                                                   harm
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   health
                                                                                                                                                   and
                                                                                                                                                   safety
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   person
                                                                                                                                                   or
                                                                                                                                                   harm
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   environment
                                                                                                                                                   (as
                                                                                                                                                   far
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   same
                                                                                                                                                   may
                                                                                                                                                   be
                                                                                                                                                   reasonably
                                                                                                                                                   practical)
                                                                                                                                                   and
                                                                                                                                                   shall
                                                                                                                                                   comply
                                                                                                                                                   with
                                                                                                                                                   every
                                                                                                                                                   statutory
                                                                                                                                                   duty
                                                                                                                                                   which
                                                                                                                                                   is
                                                                                                                                                   relevant.



 


		3.4.7.	During
                                                                                                                                                   the
                                                                                                                                                   execution
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Management
                                                                                                                                                   Services,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   take
                                                                                                                                                   such
                                                                                                                                                   steps
                                                                                                                                                   as
                                                                                                                                                   are
                                                                                                                                                   reasonably
                                                                                                                                                   practicable
                                                                                                                                                   to
                                                                                                                                                   avoid
                                                                                                                                                   (or
                                                                                                                                                   where
                                                                                                                                                   avoidance
                                                                                                                                                   is
                                                                                                                                                   not
                                                                                                                                                   possible,
                                                                                                                                                   to
                                                                                                                                                   minimize)
                                                                                                                                                   harm
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   environment.



 


		3.4.8.	The
                                                                                                                                                   Managers
                                                                                                                                                   will
                                                                                                                                                   prepare
                                                                                                                                                   and
                                                                                                                                                   obtain
                                                                                                                                                   all
                                                                                                                                                   necessary
                                                                                                                                                   approvals
                                                                                                                                                   for
                                                                                                                                                   a
                                                                                                                                                   SOPEP.
                                                                                                                                                   The
                                                                                                                                                   SOPEP
                                                                                                                                                   will
                                                                                                                                                   be
                                                                                                                                                   written
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   English
                                                                                                                                                   language
                                                                                                                                                   and
                                                                                                                                                   will
                                                                                                                                                   be
                                                                                                                                                   reviewed
                                                                                                                                                   and
                                                                                                                                                   updated
                                                                                                                                                   as
                                                                                                                                                   required
                                                                                                                                                   and
                                                                                                                                                   be
                                                                                                                                                   maintained
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   correct
                                                                                                                                                   list
                                                                                                                                                   of
                                                                                                                                                   coastal
                                                                                                                                                   state
                                                                                                                                                   contacts.
                                                                                                                                                   If
                                                                                                                                                   required,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   will
                                                                                                                                                   arrange
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   translation
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   SOPEP
                                                                                                                                                   into
                                                                                                                                                   another
                                                                                                                                                   language.
                                                                                                                                                   The
                                                                                                                                                   Managers
                                                                                                                                                   will
                                                                                                                                                   also
                                                                                                                                                   undertake
                                                                                                                                                   regular
                                                                                                                                                   training
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Crew
                                                                                                                                                   in
                                                                                                                                                   the
                                                                                                                                                   use
                                                                                                                                                   of
                                                                                                                                                   SOPEP
                                                                                                                                                   including
                                                                                                                                                   drills
                                                                                                                                                   to
                                                                                                                                                   ensure
                                                                                                                                                   that
                                                                                                                                                   the
                                                                                                                                                   SOPEP
                                                                                                                                                   functions
                                                                                                                                                   as
                                                                                                                                                   expected
                                                                                                                                                   and
                                                                                                                                                   that
                                                                                                                                                   contact
                                                                                                                                                   and
                                                                                                                                                   information
                                                                                                                                                   details
                                                                                                                                                   specified
                                                                                                                                                   are
                                                                                                                                                   accurate.



 


		3.4.9.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   prepare
                                                                                                                                                   a
                                                                                                                                                   HSSE
                                                                                                                                                   Report
                                                                                                                                                   in
                                                                                                                                                   such
                                                                                                                                                   form
                                                                                                                                                   and
                                                                                                                                                   detail
                                                                                                                                                   as
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   (acting
                                                                                                                                                   reasonably)
                                                                                                                                                   require,
                                                                                                                                                   to
                                                                                                                                                   be
                                                                                                                                                   submitted
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   on
                                                                                                                                                   the
                                                                                                                                                   5th
                                                                                                                                                   day
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   following
                                                                                                                                                   month.



 


		3.5.	Insurance
                                                                                                                                                 Arrangements



 


		3.5.1.	The
                                                                                                                                                   Owners
                                                                                                                                                   shall
                                                                                                                                                   arrange
                                                                                                                                                   insurances
                                                                                                                                                   in
                                                                                                                                                   accordance
                                                                                                                                                   with
                                                                                                                                                   Clause
                                                                                                                                                   6.1.



 


		3.5.2.	The
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   immediately
                                                                                                                                                   inform
                                                                                                                                                   and
                                                                                                                                                   keep
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   informed
                                                                                                                                                   of
                                                                                                                                                   any
                                                                                                                                                   incident
                                                                                                                                                   which
                                                                                                                                                   gives
                                                                                                                                                   or
                                                                                                                                                   may
                                                                                                                                                   give
                                                                                                                                                   rise
                                                                                                                                                   to
                                                                                                                                                   claims
                                                                                                                                                   or
                                                                                                                                                   disputes
                                                                                                                                                   relating
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   insurances
                                                                                                                                                   effected
                                                                                                                                                   in
                                                                                                                                                   accordance
                                                                                                                                                   with
                                                                                                                                                   Clause
                                                                                                                                                   6.



 


		3.5.3.	The
                                                                                                                                                   Owners
                                                                                                                                                   shall
                                                                                                                                                   or,
                                                                                                                                                   in
                                                                                                                                                   their
                                                                                                                                                   sole
                                                                                                                                                   discretion
                                                                                                                                                   instruct
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   on
                                                                                                                                                   a
                                                                                                                                                   case-by-case
                                                                                                                                                   basis
                                                                                                                                                   and
                                                                                                                                                   in
                                                                                                                                                   consultation
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   Owners
                                                                                                                                                   to,
                                                                                                                                                   handle
                                                                                                                                                   insurance,
                                                                                                                                                   average
                                                                                                                                                   and
                                                                                                                                                   salvage
                                                                                                                                                   claims
                                                                                                                                                   in
                                                                                                                                                   connection
                                                                                                                                                   with
                                                                                                                                                   the
                                                                                                                                                   Vessel.
                                                                                                                                                   Any
                                                                                                                                                   costs
                                                                                                                                                   reasonably
                                                                                                                                                   incurred
                                                                                                                                                   by
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   in
                                                                                                                                                   handling
                                                                                                                                                   claims
                                                                                                                                                   in
                                                                                                                                                   accordance
                                                                                                                                                   with
                                                                                                                                                   this
                                                                                                                                                   Clause
                                                                                                                                                   shall
                                                                                                                                                   be
                                                                                                                                                   paid
                                                                                                                                                   by
                                                                                                                                                   or
                                                                                                                                                   for
                                                                                                                                                   the
                                                                                                                                                   account
                                                                                                                                                   of
                                                                                                                                                   the
                                                                                                                                                   Owners.
                                                                                                                                                   Until
                                                                                                                                                   notified
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   contrary,
                                                                                                                                                   the
                                                                                                                                                   Managers
                                                                                                                                                   shall
                                                                                                                                                   process
                                                                                                                                                   all
                                                                                                                                                   insurance
                                                                                                                                                   claims
                                                                                                                                                   relating
                                                                                                                                                   to
                                                                                                                                                   the
                                                                                                                                                   Crew,
                                                                                                                                                   in
                                                                                                                                                   consultation
                                                                                                                                                   with
                                                                                                                                                   Owners.







    	15



    	



    









	3.6.	Sale or Purchase of the Vessel



 


The Managers shall, if requested,
provide Owners with technical assistance in connection with any sale of the Vessel. Any costs or out-of-pocket expenses incurred
by the Managers in providing such technical assistance shall be paid by or for the account of the Owners. The Owners will, however,
be solely responsible for agreeing the terms of any agreement regulating any sale.


 


	3.7.	General Administration



 


	3.7.1.	The Owners may, in their sole discretion and upon such terms and conditions as the Owners shall
specify, instruct the Managers on a case-by-case basis to handle and/or settle all claims relating to the Vessel including but
without limitation any claims involving the Charterers.



 


	3.7.2.	The Managers shall keep the Owners informed regarding any incident of which the Managers become
aware which gives or may give rise to claims or disputes involving the Charterers or other third parties.



 


	3.7.3.	The Owners shall, or in their sole discretion instruct the Managers on a case-by-case basis to,
bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers pursuant to this Agreement.



 


	3.7.4.	Where the Managers are retained to handle and/or settle claims relating to the Vessel pursuant
to Clause 3.7.1, the Managers shall be entitled to obtain legal or technical or other outside expert advice in relation to the
handling and settlement of such claims and disputes.



 


	3.7.5.	The Owners shall arrange for the provision of any necessary guarantee bond or other security in
connection with any such claims.



 


	3.7.6.	Any external costs reasonably incurred by the Managers in carrying out their obligations in accordance
with this Clause 3.7 shall be paid by or for the account of the Owners provided that the Owners have instructed the Managers in
accordance with Clause 3.7.1.



 


	3.8.	Quality Assurance



 


	3.8.1.	The Managers shall have and maintain a quality assurance/quality management system (the “Quality
Assurance & Quality Management System”). This system shall include on board and on shore operation/ management and
shall at the time of delivery, or as reasonably soon thereafter, meet the requirements of ISO-9001-2008 and ISO-14001-2004 or any
subsequent addition or substitution approved by the Owners. The Quality Assurance & Quality Management System shall be documented
and available to the Owners for approval within three (3) months of execution of this Agreement. The Managers shall supply documentation
to the Owners on request confirming the continued maintenance and operation of the Quality Assurance & 






    	16



    	



    




	 	Quality Management System in good standing throughout the period of this Agreement.  



 


	3.9.	[Reserved]



 


	4.	MANAGERS’
                                         OBLIGATIONS



 


	4.1.	The Managers undertake to use their best endeavours to provide the agreed Management Services as
agents for and on behalf of the Owners in a timely and efficient manner in accordance with first class international LNG ship management
practice and the Operational and Maintenance Protocol set forth on Annex “D” and to protect and promote the interests
of the Owners in all matters relating to the provision of the Management Services hereunder provided, however, that the Managers
in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall
responsibility in relation to the Managed Fleet, and in particular, but without prejudice to the generality of the foregoing, the
Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances
the Managers in their absolute discretion consider to be fair and reasonable.



 


	4.2.	The Managers shall procure that the requirements of the law of the flag of the Vessel are satisfied
and the Managers shall in particular be deemed to be the “Company” as defined by the ISM and ISPS Codes, thereby assuming
the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by these Codes when
applicable. The Managers shall comply at all times with the requirements of the ISM, ISPS, and MTSA Codes, and the Managers shall
immediately inform Owners if there is any threatened or actual withdrawal of Managers document of compliance or the Vessel’s
safety management certificate or ISS (Security Certificate).



 


	4.3.	In addition to the specific obligations to keep the Owners informed hereunder, the Managers shall
keep the Owners informed of all relevant information regarding the Vessel and the performance of the Management Services which
the Owners may, acting reasonably, specify from time to time.



 


	4.4.	When the Managers become aware of an Emergency Situation, they shall immediately contact the Owners
and keep the Owners informed in respect of such Emergency Situation.



 


	4.5.	If, in an Emergency Situation, the Managers (or the Master) are required pursuant to this Agreement
to solicit an approval from the Owners, but in such circumstances it is not practical to wait for such approval, then notwithstanding
any other term in this Agreement, the Managers (or the Master) may take whatever action they may deem necessary to deal with such
Emergency Situation.






    	17



    	



    




	5.	OWNERS’
                                         OBLIGATIONS



 


	5.1.	The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this
Agreement.



 


	5.2.	The Owners shall provide prompt responses to any requests made by the Managers pursuant to this
Agreement.



 


	5.3.	The Owners shall (subject to any confidentiality restrictions) provide the Managers with any relevant
information relating to the Charters or Charterers and shall notify the Managers upon a change of Charterers or upon any new Charter
in respect of the Vessel.



 


	5.4.	The Owners shall use reasonable endeavours (and subject to any confidentiality restrictions) to
ensure that the Charterers shall keep the Managers informed of the relevant terms of any gas supply contract, charter party, contract
of affreightment, contract of insurance and any other document relating to the Vessel and its cargo that the Managers may reasonably
require in order to perform their obligations hereunder.



 


	6.	INSURANCE
                                         POLICIES



 


	6.1.	The Owners shall procure throughout the period of this Agreement that:



 


		(i)	at the Owners’ expense, the Vessel is insured for usual hull and machinery marine risks (including
crew negligence) and war risks in accordance with the first class practice of prudent owners of vessels of a similar type to the
Vessel;



 


		(ii)	at the Owners’ expense, the Vessel is insured against Protection and Indemnity risks (including
pollution risks) based upon the Standard Rules of a member of the International Group of P&I Clubs and have arranged for the
Managers to be included as named co-assured, and provide the Managers with Certificates of Entry to evidence that such insurances
have been effected and confirm renewal within fifteen (15) Working Days of the same;



 


		(iii)	where the Vessel is directed to call at any port within the United States of America and at the
Owners’ expense, the Vessel carries a Certificate of Financial Responsibility as required by the United States Offshore Pollution
Act 1990;



 


		(iv)	the Vessel is insured against such other risks (including Freight, Demurrage and Defense) that
are appropriate to the Vessel’s trade;



 


		(v)	the Owners’ Insurances name the Owners and the Managers as co-assureds, with full cover,
with the Owners obtaining cover in respect of each of the insurances specified in Clause 6.1 on terms whereby the Owners are liable
in respect of premiums or calls arising in connection with the Owners’ Insurances; and






    	18



    	



    




		(vi)	written evidence is provided, to the reasonable satisfaction of the Managers, of compliance by
the Owners with their obligations under Clause 6 within a reasonable time of the commencement of the Agreement, and of each renewal
date and, if specifically requested, of each payment date of the Owners’ Insurances.



 


	6.2.	Insofar as it affects the superintendent and other shore staff employed by the Managers in connection
with this Agreement, the Managers shall procure and maintain at their own expense appropriate insurance cover with first class
insurers in respect of death or injury to such superintendents or shore staff, and such insurance shall comply with all applicable
law.



 


	6.3.	Managers shall name Owners as co-assureds on this insurance cover, and Managers agree to waive
all subrogation rights against Owners that might arise under this entire Clause 6.



 


	7.	MANAGEMENT
                                         FEE



 


	7.1.	Subject to any adjustment in accordance with the provisions of Clause 7.2 the Owners shall pay
to the Managers for the provision of Management Services, a monthly management fee of Fourty-Six Thousand Dollars (US$46,000) (the
“Management Fee”) which shall be paid each calendar month in advance by the first Working Day of each applicable
month provided that where a payment is due in respect of any part of a month that payment shall be paid on a pro-rata basis, such
sums to be paid into the Managers’ Account. All invoices for the Management Fee shall be submitted by the Managers to the
Owners in advance on a monthly basis.



 


	7.2.	If, during any calendar month, the Vessel is in:



 


		(i)	“deep” lay-up (that is with sea chests sealed off and all system drained down) the
Management Fee shall be Three Thousand Five Hundred Dollars (US$3,500) per month and pro rata in respect of any part month; or



 


		(ii)	a partially manned stand-by condition, during a period of lay-up (other than deep lay-up) or during
reactivation periods or during any period where the Managers are preparing to take over management of the Vessel from a third party
the Management Fee shall be Ten Thousand Dollars (US$10,000) per month and pro rata in respect of any part month.



 


		7.3.	The Management Fee is exclusive of value added tax and any other existing sales or services tax
that may be applicable. The Managers warrant that at the Effective Date, no such taxes are payable in respect of the Management
Fee under Greek Law.



 


The Management Fee payable to the Managers
will be adjusted annually on the first Review Date after the Effective Date and on each Review Date thereafter. The adjustment
will be agreed between the Parties in good faith on the basis of general inflation and proof of increases in actual costs incurred
by the Managers.



    	19



    	



    






	7.4.	In addition to the Management Fee, if the Managers’ superintendent or other staff are reasonably
required to spend more than twenty-five (25) days in aggregate visiting the Vessel in any calendar year (or pro-rata for part of
a calendar year), the cost of visits in excess of twenty-five (25) days shall be paid by the Owners, into the Managers’ Account,
at a rate of One Thousand Dollars (US$1,000.00) per day (or pro rata in respect of any part day on board the Vessel). Notwithstanding
the foregoing, all reasonable travelling expenses in connection with reasonably required visits to the Vessel by Managers’
superintendent or other staff (excluding visits in connection with drydocking) shall be part of the Management Fee, irrespective
of the duration of such visits.



 


	7.5.	In the event of this Agreement being terminated by the Owners or the Managers in accordance with
the provisions of Clause 17.3 or 17.4, the Management Fee payable to the Managers according to the provisions of Clauses 7.1 and
7.2, shall continue to be payable for a further period of three calendar months as from the termination date. In addition, provided
that the Managers provide Crew for the Vessel in accordance with Clause 3.1:



 


		(i)	the Owners shall continue to pay Crew Support Costs during the said further period of three calendar
months; and



 


		(ii)	the Owners shall pay any reasonable Severance Costs which may materialise provided the Managers
have used reasonable endeavours to mitigate such obligations to the Crew.



 


	7.6.	Unless otherwise agreed in writing all discounts and commissions obtained by the Managers in the
course of the management of the Vessel shall be credited to the Owners.



 


	7.7.	The Owners shall, in respect of each year of this Agreement, on or around the Review Date, decide
whether or not to pay an Incentive Bonus to the Managers for remittance to the Crew of an amount and in the manner described in
Annex “H” attached hereto.



 


Any Incentive Bonus that the Owners
decide to pay shall be paid into the Managers’ Account with fifteen (15) Working Days of the Review Date and the Managers
shall remit any such bonus to the Crew. In addition the Owners shall within fifteen (15) Working Days of the Review Date provide
a written explanation to the Managers of their decision which sets out in reasonable detail the rationale for making such a decision.


 


	8.	VESSEL
                                         EXPENSES



 


	8.1.	Upon receipt of a request for funds for the Vessel pursuant to Clause 3.3.7 (iii) the Owners shall
pay such funds into the Vessel Account, provided that such request is made in respect of items and amounts accounted for the Annual
Budget or made in respect of items or amounts for which the Managers do not require the approval of the Owners pursuant to Clause
3.3.6.






    	20



    	



    




	8.2.	In the event that the Managers request funds from the Owners pursuant to Clause 3.3.7(iii), but
the Owners are not obliged to pay such funds pursuant to Clause 8.1, then the Owners may refuse to provide such funds provided
that, in such circumstances, the Managers shall not be liable for any losses or damages incurred by the Owners as a result of such
refusal and in any event, the Owners shall not unreasonably refuse to pay or delay the payment of such sums.



 


	8.3.	All sums payable by the Owners in respect of requests made by the Managers pursuant to Clauses
8.1 and 8.2 shall be paid into the Vessel Account by the first Working Day of the month following that month in which such request
was made.



 


	8.4.	The Managers shall open the Vessel Account and communicate the details of the Vessel Account to
the Owners prior to the Effective Date. The Vessel Account shall be an account that only contains monies payable into such Vessel
Account pursuant to this Agreement. All monies paid into the Vessel Account (including interest, if payable) shall be held on trust
for and to the credit of the Owners and the Managers may only utilise funds in the Vessel Account for the proper performance of
the Management Services hereunder. The Managers shall provide full details of all transactions in relation to the Vessel Account
and shall procure that monthly Vessel Account bank statements are provided to the Owners for each month of this Agreement.



 


	8.5.	Notwithstanding anything contained in this Agreement, the Managers shall in no circumstances be
required to use or commit their own funds to finance the provision of the Management Services.



 


	9.	MANAGERS’
                                         RIGHT TO SUB-CONTRACT



 


	9.1.	The Managers shall have the right to sub-contract any of their obligations in this Agreement, subject
to Clause 9.2 below.



 


	9.2.	The Managers shall obtain the prior written consent of the Owners if they wish to sub-contract
any of their obligations under this Agreement for amounts exceeding Fifty Thousand United States Dollars over and beyond the approved
Annual Budget.



 


	9.3.	Notwithstanding any sub-contract the Managers shall remain fully liable for the due performance
of their obligations under this Agreement, the Managers shall procure that each sub-contractor engaged pursuant to this Clause
9 shall comply with the requirements of Clause 3.4.



 


	10.	RESPONSIBILITIES



 


	10.1.	Force Majeure



 


	10.1.1.	Neither the Owners, nor the Managers shall be liable for any loss or damage or total or partial
failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused wholly or partly by any circumstances
or things beyond the reasonable control of the Owners or the Managers, as the case may be,






    	21



    	



    




	 	including (without limiting the generality of the foregoing) acts of God, fires, floods, epidemics, quarantine restrictions, wars, terrorism, insurrections, riots, violent demonstrations, criminal offences, acts and omissions of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes.  



 


	10.1.2.	The party invoking force majeure will advise the other party of the force majeure event at the
earliest opportunity and also advise same party of the likely duration of such force majeure situation.



 


	10.2.	Liability to Owners



 


The Managers shall be under no
liability to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but
not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in
the course of performance of the Management Services, unless the same is proved to have resulted from the breach of this Agreement,
fraud, gross negligence, or wilful misconduct of the Managers or their employees, or agents or sub-contractors employed by them
in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers’ personal
act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense
would probably result) the Managers’ liability for each incident or series of incidents giving rise to a claim or claims
shall not exceed a total of twelve (12) times the monthly Management Fee of Forty-Six Thousand Dollars (US$46,000) as adjusted
annually pursuant to Clause 7.3 above.


 


Notwithstanding anything herein
contained in the contrary, the Managers shall not be liable for any of the actions of the Crew, even if such actions are negligent
or wilful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations
under Clauses 3.1 or 3.4, in which case their liability shall be limited in accordance with the terms of this Clause 10.2.


 


	10.3.	Indemnity



 


Except to the extent and solely
for the amount that the Managers would be liable under Clause 10.2, the Owners hereby undertake to keep the Managers and their
employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or
liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or
in connection with the performance of the Agreement, and against and in respect of all costs, losses, damages and expenses (including
legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the
course of the performance of this Agreement.



    	22



    	



    



	10.4.	“Himalaya”



 


It is hereby expressly agreed
that no employee or agent of the Managers (including sub-contractors from time to time employed by the Managers) shall in any circumstances
whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting
directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment
and, without prejudice to the generality of the foregoing provisions in this Clause 10, every exemption, limitation, condition
and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to
the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee
or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this Clause 10 the Managers
are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their
servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be
deemed to be parties to this Agreement.


 


	11.	DOCUMENTATION



 


	11.1.	The Managers shall also maintain and cause their agents to maintain and retain in accordance with
generally accepted accounting practices, applicable tax requirements and good international shipping practices, all books, accounts
and records pertaining to this Agreement, and all records, documents and other materials related to the Managers’ implementation
of and compliance with the Quality Assurance & Quality Control System, including vouchers, invoices, receipts, correspondence,
copies of original documents and such other documentation as is necessary in order to verify the compensation payable hereunder.



 


	11.2.	The Managers shall make available, upon Owners’ request, all documentation and records relating
to the performance of the Management Services, the SMS and/or the Crew which the Owners require in order to demonstrate compliance
with the ISM Code, ISPS Code, and STCW 95, or to defend or prosecute a claim against a third party or otherwise.



 


	11.3.	All Vessel Data is and shall remain the property of the Owners and shall be made available to the
Owners by the Managers on the Owners’ request. Upon termination of this Agreement for any reason, the Managers shall promptly
provide the Owners with all the Vessel Data, whether onboard the Vessel or otherwise.



 


	11.4.	The Managers shall retain and properly store all Vessel Data in accordance with first class LNG
ship management practice. If, in the Managers’ opinion, certain Vessel Data should be destroyed, then the Managers shall
first offer to return that Vessel Data (at the Owners’ expense) to the Owners, and in the event that the Owners decline such
offer, the Managers may destroy such Vessel Data.






    	23



    	



    




	12.	DEPLOYMENT
                                         OF THE VESSEL



 


	12.1.	The Managers shall ensure that the Crew of the Vessel shall comply with any Permanent Instructions.



 


	12.2.	The Owners may change the terms of the Permanent Instructions, or upon the execution of a new Charter
replace the existing Permanent Instructions with new Permanent Instructions with the consent of the Managers which shall
not be unreasonably withheld or delayed.



 


	12.3.	In the event that the Managers or the Crew receive instructions from the Charterers, that in the
opinion of the Managers, conflict with instructions provided by the Owners or which go beyond the scope of authority of the Charterers
(to the extent such scope of authority has been disclosed by the Owners to the Managers), the Managers shall use best endeavours
to immediately notify the Owners and the Charterers of the same. In such circumstances, subject to Clause 3.1.2(viii), the
Owners’ instructions shall take precedence over the Charterers’ instructions.



 


	12.4.	Except for the purposes of saving life, the Vessel shall not, unless expressly authorised by the
Owners, undertake attempts of salvage.



 


	12.5.	If:



 


		(i)	the Vessel undertakes attempts at salvage pursuant to Clause 12.4, or



 


		(ii)	the Vessel requests that a third party attempts salvage of the Vessel,



 


then without prejudice to the
Master of the Vessel’s overriding right to take whatever action he may deem necessary to preserve life or prevent the loss
of the Vessel, all salvage shall be under the terms of the current “Lloyds Open Form No Cure — No Pay” agreement.


 


	12.6.	Any proceeds arising from salvage of third party property shall be for the benefit of the Owners.



 


	12.7.	Notwithstanding any other provision of this Agreement, the Managers shall not (and shall procure
that the Crew shall not), without the written consent of the Owners, sign any bill of lading on behalf of the Owners.



 


	13.	AUDITING



 


	13.1.	The Managers shall prepare the Annual Budget and accounts (as referred to in Clause 3.3.1 above)
and shall make the same available for inspection and auditing by the Owners at such times as may be mutually agreed.



 


	13.2.	The Owners shall have the right to audit the Managers’ records and documentation as set out
in Clause 11 above for the purpose of verifying their correctness and completeness at all times on reasonable notice to the Managers.
Where staff or 






    	24



    	



    




	 	auditors of the Owners visit the premises of the Managers for the purpose of carrying out an audit, the Managers
shall provide office space and facilities to such staff or auditors at no extra cost to the Owners.



 


	14.	INSPECTION
                                         OF VESSEL



 


	14.1.	The Owners shall have the right at any time after giving reasonable notice to the Managers to inspect
the Vessel for any reason they consider necessary.



 


	15.	COMPLIANCE
                                         WITH LAWS AND REGULATIONS ETC.



 


	15.1.	The Managers will not do or permit to be done anything which might cause any breach or infringement
or the laws and regulations of the Vessel’s flag, the classification society or of the Primary Terminals and other places
where she trades.



 


	16.	DURATION
                                         OF THE AGREEMENT



 


	16.1.	This Agreement is entered into on the date of signing and shall continue until terminated in accordance
with Clause 17.



 


	17.	TERMINATION



 


	17.1.	If the Managers:



 


		(i)	fail to meet any material obligation under this Agreement; or



 


		(ii)	fail to meet any obligation under this Agreement that has a material adverse effect upon the Owners
or the Vessel;



 


then the Owners may give notice
to the Managers of the default, requiring them to remedy it (if such default is capable of being remedied) as soon as practically
possible. In the event that the default is not capable of being remedied or the Managers fail to remedy the default within a reasonable
time to the satisfaction of the Owners, the Owners shall be entitled to terminate this Agreement by giving the Managers ninety
(90) days’ written notice.


 


	17.2.	The Owners may also terminate this Agreement by giving the Managers ninety (90) days’ written
notice in the event that the Managers, in the reasonable opinion of the Owners, fail to manage the Vessel in accordance with first
class LNG ship management practice and such failure has not been remedied within a reasonable time after written notice of such
failure.



 


	17.3.	The Managers shall be entitled to terminate the Agreement by notice in writing if:



 


		(i)	any moneys payable by the Owners to the Managers have not been received into the Managers’
Account within thirty (30) days (excluding Saturdays, Sundays and public holidays) of payment having been requested in writing
by the Managers; or






    	25



    	



    




		(ii)	this Agreement or any of the Owners’ rights and/or obligations are assigned to any person
or entity without the Managers’ prior written agreement or approval.



 


	17.4.	This Agreement shall be deemed to be terminated:



 


		(i)	in the case of the sale of the Vessel (other than a sale or transfer to an Affiliate of the Owners);



 


		(ii)	if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged
total loss or is requisitioned for hire; or



 


		(iii)	in the event of an order being made or resolution passed for the winding up, dissolution, liquidation
or bankruptcy of either party (otherwise than of the purpose of a solvent reconstruction or amalgamation) or if a receiver or similar
officer is appointed of the whole or a material part of its assets or if it suspends payment, ceases to carry on business or makes
any special arrangement or composition with its creditors.



 


	17.5.	If the Owners elect to provide Officers and, for any reason within their control, the Owners fail
to:



 


		(i)	procure Officers and Ratings supplied by them or on their behalf, complying with the requirements
of STCW 95; or



 


		(ii)	instruct such officers and ratings to obey all reasonable orders of the Managers’ SMS;



 


then the Managers
may give notice to the Owners of the default, requiring them to remedy it (if such default is capable of being remedied) as soon
as practicably possible. In the event that the default is not capable of being remedied or if the Owners fail to remedy the default
within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate this agreement.


 


	17.6.	[Reserved]



 


	17.7.	Notwithstanding Clauses 17.1 and 17.2, the Owners shall have the right to terminate this Agreement
at any time and for any reason by giving the other party not less than three (3) months’ written notice of their intention
to terminate this Agreement.



 


	17.8.	If the Owners proceed with the employment of, or continue to employ the Vessel in blockade running
or in an unlawful trade or on a voyage, which in the reasonable opinion of the Managers, is unduly hazardous, the Managers may
give notice to the Owners requiring them to cease to employ the Vessel in such manner as soon as possible. If the Owners fail to
comply with such notice within a reasonable time to the satisfaction of the Managers, the Managers shall be entitled to terminate
this Agreement with immediate effect by notice in writing.






    	26



    	



    




	17.9.	The termination of this Agreement shall be without prejudice to all rights accrued due between
the parties prior to the date of termination.



 


	18.	MISCELLANEOUS



 


	18.1.	The confidentiality obligations of the parties are set out in a separate Confidentiality Agreement
that is attached for reference in Annex “G”.



 


	18.2.	A person who is not a party to this Agreement may not enforce, or otherwise have the benefit of,
any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999, but this provision does not affect any
right or remedy of a third party which exists or is available apart from that Act.



 


	18.3.	At the expiry or earlier termination of any existing ship management agreement(s) in relation to
the Vessel, Managers shall co-operate in the transfer arrangements to be notified to the Managers by the Owners and shall facilitate
the smooth transition of all operations and duties to Managers with the minimum of disruption.



 


	18.4.	Either party may at any time assign or transfer to an Affiliate its respective rights and obligations
under this Agreement provided that they first obtain the written consent of the other party. Such consent shall not be unreasonably
withheld, conditioned or delayed and the parties agree to promptly execute any reasonable novation or transfer documentation to
give effect to such an assignment or transfer.



 


	19.	LAW
                                         AND ARBITRATION



 


	19.1.	This Agreement shall be governed by and construed in accordance with English law and any dispute
arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration
Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of
this Clause.



 


	19.2.	The arbitration shall be construed and conducted in accordance with the London Maritime Arbitrators
Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The language used for such arbitration
shall be English and the arbitration shall be conducted in London.



 


	19.3.	The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration
shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint
its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless
the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party
does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute
to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator
and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been
appointed by agreement.






    	27



    	



    




	19.4.	Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide
for the appointment of a sole arbitrator.



 


	19.5.	In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other
sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at
the time when the arbitration proceedings are commenced. The language used for such arbitration shall be English and the arbitration
shall be conducted in London.



 


	20.	NOTICES
                                         AND BANK ACCOUNTS



 


	20.1.	Any notice to be given by either party to the other party pursuant to this Agreement shall be in
writing and shall be effective upon delivery pursuant to Clause 20.2 and shall be sent by fax, registered mail or by personal service
to the following addresses:



 


for the Owners:


 





GAS-four Ltd.




Claredon House




2 Church Street



Hamilton HM11




Bermuda




Fax. No.:




Attn:


 


for the Managers:


 


GasLog LNG Services Ltd.

Piraeus Branch Office

69, Akti Miaouli,

185 37 Piraeus, Greece

Fax No: +30 210 4591247


 


Attention: Theodoros Katemidis, General
Manager


 


	20.2.	A notice is deemed to have been received:



 


		(i)	if delivered personally, at the time of delivery;



 


		(ii)	in the case of fax, at the time of transmission;



 


		(iii)	in the case of delivery of courier, on the date of receipt by the courier of written acknowledgement
of such delivery;



 


		(iv)	in the case of pre-paid first class post, recorded delivery or registered post, on receipt; and







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		(v)	if deemed receipt under the previous paragraphs of this sub-clause is not within business hours
(meaning 9:00 am to 5:30 pm Monday to Friday (or Sunday to Thursday if the place of receipt is in Egypt) on a day that is not a
public holiday in the place of receipt), when business next starts in the place of receipt.



 


	20.3.	For the purposes of this Agreement, the Managers’ Account currently has the following details:



 





	 	Account Holder	:	GasLog LNG Services Ltd.
	 	 	 	 
	 	Bank	:	CITIBANK INTERNATIONAL plc
	 	 	 	(47-49, Akti Miaouli, 185 36 Piraeus, Greece)
	 	 	 	 
	 	IBAN	:	GR35 0840 00200 000 00 44 4031026
	 	 	 	 
	 	Account Number	:	044 4031026
	 	 	 	 
	 	Currency	:	Dollars


 


IN WITNESS whereof the parties have duly
signed this Agreement the day and year first above written.


 


	SIGNED for and on behalf
	of GAS-four
	by
	 
	in the presence of


 


	SIGNED for and on behalf
	of GASLOG LNG SERVICES LTD.
	by
	 
	in the presence of







    	29



    	



    















ANNEX “A”


 


DETAILS OF VESSEL


 


[OWNERS TO PROVIDE ON OR BEFORE EFFECTIVE
DATE]






    	 



    	



    

ANNEX “B”

DETAILS OF CREW / OFFICERS

RATINGS


 


[MANAGERS TO PROVIDE AT LEAST 30 DAYS
PRIOR TO EFFECTIVE DATE]



    	 



    	



    

ANNEX “C”

INITIAL BUDGET


 


To be provided in accordance with Clause 3.3.2 prior to the
Effective Date and once approved by Owners to be inserted



    	 



    	



    

ANNEX “D”

OPERATIONAL AND MAINTENANCE PROTOCOL


 


The provisions of this Operational and
Maintenance Protocol (“Protocol”) are integral with the provisions of the Agreement. The owner of the vessel agrees
to provide the manager with the necessary financial resources to comply with the requirements of this Operational and Maintenance
Protocol.


 


The Vessel shall always be operated and
maintained in accordance with the first class international standards for LNG vessels. These standards shall include, without limitation,
that:


 


		·	The Vessel is always manned, operated and maintained in a safe and
prudent manner to minimise the risk of accidents;



 


		·	the maintenance and operation of the Vessel shall be thorough and
proactive and not based merely on the minimum standards required by the Vessel’s flag state and classification society but
to the highest standards applicable in the shipping and LNG industry;



 


		·	the Manager agrees to maintain membership in the Society of International
Gas Tankers and Terminal Operators Association (SIGTTO) and to abide by all guidelines, recommendations, and training schedules
that are applicable to the safe and reliable operation of LNG vessels made by this industry association;



 


		·	the Manager agrees to observe and abide by all guidelines, recommendations,
and training standards that are promulgated by the Oil Companies’ International Marine Forum (OCIMF) and are applicable to
the safe and reliable operation of LNG vessels made by this industry association;



 


		·	the Vessel shall be maintained and refurbished and where necessary
restored to ensure the safe, reliable, and efficient transportation of LNG for a minimum 40 year trading life.



 


Other than for Manager-scheduled
maintenance periods of seventy two (72) hours every six (6) months (days which shall be agreed by Owner), Owners expect the Vessel
to be available for the safe and efficient transportation of LNG for 100% of the year. The Manager shall put in place a robust
and comprehensive vessel management system designed to meet this availability objective.


 


The Managers shall take the necessary steps
to promote a culture of safety awareness, compliance with established procedures, and non-conformance reporting to facilitate continuous
improvement throughout the organization including all crewmembers onboard the Vessel.




    	 



    	



    


CREWING


 


The Managers agree that having a well-trained
and qualified vessel crew and shoreside support staff, well versed in LNG vessel operations and management, is the foundation of
a safe, reliable, and efficient LNG vessel operation.


 


		·	The Managers agree to adhere to the Training Matrix, and also agree
that if the Training Matrix conflicts with less stringent standards contained in this Agreement, the Training Matrix will control.



 


		·	Managers shall arrange for all Deck Officers, including the Master,
to attend Bridge Team Management Training at one of the recognized training centers. This training shall be repeated every five
(5) calendar years.



 


		·	Managers are required to ensure that all Masters have attended a
ship handling simulator-training course applicable for the type of vessel in use for LNG transportation. The training shall be
repeated at a minimum of every five (5) calendar years.



 


		·	In addition to the requirements of the Management Agreement, all
senior operational positions (Master, Chief Engineer, Chief Mate, and Second Engineers, Cargo Engineer) on board must have a minimum
of three (3) years of sea time (time onboard) experience onboard LNG Carriers in any position in the position directly below the
senior operational position they will assume. All senior operational positions must receive a minimum of two (2) weeks vessel familiarization
and specific operational training, with a training scope appropriate to their position, prior to embarking onboard the Vessel for
the first time. Any deviation from this section’s experience requirement must be approved by Owner.



 


		·	All officers and unlicensed crew on board require, as a minimum,
specific training on the hazards and unique operational aspects associated with LNG carriers that meet the requirements of Section
A-V/l paragraphs 1-7 of the STCW 1995 convention. All licensed officers that form part of the cargo transfer watch or carry out
operational or maintenance duties and responsibilities directly related to the vessel’s cargo system shall also receive specific
training meeting the requirements of Section A-V/l paragraphs 22-34 of the STCW 1995 convention. The Managers are to document what
special LNG ship operations training is provided to licensed and unlicensed crewmembers prior to their employment on the LNG carrier.



 


		·	All crew are required to be properly qualified and certificated in
accordance with the IMO Standards of Training, Certification and Watch keeping for Seafarers (STCW), 1995, as amended, and in compliance
with the Training Matrix.





    	 



    	



    


		·	Managers shall provide to Owners copies of all newly appointed senior
officers’ certification and details of experience prior to their embarkation onboard the Vessel. Owners have the right to
review and verify the qualifications of all LNG vessel senior officers prior to their embarkation onboard the Vessel. Owners shall
be given the opportunity to approve the certificates and experience of all senior officers a reasonable period prior to their initial
embarkation onboard the Vessel), and shall have the discretion to reject any such officer if they do not meet the qualification
and training requirements agreed between the Manager and Owners. Owners’ approval shall not be unreasonably withheld or delayed.



 


		·	Procedures shall be put in place in the ship’s Safety Management
System clearly documenting who is responsible for the ship’s LNG Cargo System including cargo transfer operations. The responsibilities
and interface between the Chief Mate and Cargo Engineer shall be clearly defined. The Managers shall identify and document the
qualifications of a Person In Charge (PIC) of the Cargo Transfer Watch that exceed the requirements of Regulation V/l of the STCW
95 requirements. These qualifications shall be made available to Owners upon request. A training program shall be established and
documented for junior officers to allow them to meet the qualifications of the PIC of the Cargo Transfer Watch during periods of
steady state operation to allow the Chief Officer and Cargo Engineer to take rest periods if required to meet work hour restrictions.
This program shall include some mechanism for competency assessment either on a cargo simulator or under supervised conditions
during an actual cargo transfer onboard the Vessel.



 


		·	The Manager shall establish, as a minimum, the following policies
and should ensure that all officers and crew are fully conversant and comply with these policies:



 


		·	Safety Policy





		·	Health Policy





		·	Environmental Policy






		·	Quality of Service Policy






		·	Operations Policy






		·	Navigation Policy






		·	Maintenance Policy






		·	Drug and Alcohol Policy



 


		·	The Manager shall ensure that all seafarers undergo a medical examination,
which shall include a drug and alcohol test annually. On completion of a satisfactory medical examination a certificate shall be
issued which shall remain valid for the period that the seafarer is onboard the Vessel. An OCIMF-compliant drug and alcohol policy,
which includes random drug testing, shall be implemented, and tests conducted directly onboard the Vessel or by an outside contractor
to deter the use of illegal drugs and controlled substances by crewmembers while onboard the Vessel.




    	 



    	



    


		·	The organization employed by the Manager to provide manning to the
Vessel shall be engaged through a contract, which shall stipulate the Manager’s minimum competency and experience requirements.



 


		·	At intervals not exceeding two years the Manager shall ensure that
the organization providing the manning of the Vessel is audited by a qualified auditor for compliance with the Manager’s
minimum requirements. Copies of the audit report, non-compliances and corrective actions shall be provided to Owners, upon request.



 


		·	Manager shall implement a system that interrogates and confirms officer’s
qualifications and fitness for duty prior to joining the Vessel.



 


		·	The Manager shall keep a minimum number of officers employed onboard
the Vessel during dry-dock overhaul periods for inspection and quality assurance purposes. As a minimum, these people shall include
all Licensed Engineering Officers , the Chief Officer and the Captain.



 


MAINTENANCE


 


		·	A Master Maintenance Plan shall be developed for the Vessel and approved
by Owners’, provided that Owners’ approval does not conflict with the Vessel’s Class or Flag requirements. The
objective of this plan shall be to maintain the safe, reliable, and efficient operation of the Vessel over its projected 40 year
life. This plan shall cover the following areas associated with efficient operation and Vessel maintenance and repair:



 




	 	1.	Dry-docking
    interval
	 	 	 
	 	2.	Procedures
    associated with pre-qualification of repair shipyards
	 	 	 
	 	3.	Hull
    Roughness measurement and maintenance to an acceptable level
	 	 	 
	 	4.	Anticipated
    schedule of maintenance, major overhaul, and refurbishment of all vessel critical equipment
	 	 	 
	 	5.	A
    description of the Preventive Maintenance System covering scheduled maintenance of all vessel equipment
	 	 	 
	 	6.	Inventory
    Control Procedures and stock of critical spare parts both onboard and ashore
	 	 	 
	 	7.	Procedures
    associated with pre-qualification of equipment and spare parts vendors
	 	 	 
	 	8.	Propulsion
    plant efficiency performance monitoring procedures and corrective action steps





    	 



    	



    


	 	9.	Condition
    Monitoring Systems and Condition Monitoring based maintenance
	 	 	 
	 	10.	Means
    of collecting the necessary date in a structured format to monitor and benchmark equipment reliability performance
	 	 	 
	 	11.	Performing
    Root Cause Analysis of equipment failures and equipment/systems reliability improvement
	 	 	 
	 	12.	Procedures
    associated with Equipment Obsolescence







 


		·	The Preventive Maintenance system shall incorporate the equipment
suppliers or makers’ instructions and maintenance recommendations.



 


		·	All maintenance work carried out on vessel equipment, other than
normal routine operational work, shall be carried out using a permit to work system.



 


		·	Where equipment isolation is required for operational and/or personnel
safety or where hot work is involved all work must be carried out under a written procedure under the guidelines of the Safety
Management System’s Lockout/Tag out/Isolation or Hot work permit procedures.



 


The following is the proposed maintenance
cycle that shall be followed with the Vessel. It is based on a 60 month period coinciding with the Vessel’s 5 year special
survey requirements. This cycle may be adjusted through mutual agreement between Manager and Owners. The Manager shall notify Owners
in writing at least 30 days in advance of the proposed dates for each 2 day Scheduled Maintenance Window and at least 6 months
in advance of the proposed dates for dry-docking the Vessel. The Owners are primarily responsible for coordinating the communication
and discussion of the scheduling of maintenance cycle events with the vessel’s charterer.


 


	Month	 	Maintenance Event	 
	6	 	48 Hours Scheduled Maintenance Window
	12	 	48 Hours Scheduled Maintenance Window
	18	 	48 Hours Scheduled Maintenance Window
	24	 	48 Hours Scheduled Maintenance Window
	30	 	Minor Drydocking – Intermediate Survey
	36	 	48 Hours Scheduled Maintenance Window
	42	 	48 Hours Scheduled Maintenance Window
	48	 	48 Hours Scheduled Maintenance Window
	54	 	48 Hours Scheduled Maintenance Window
	60	 	Major Drydocking – 5 Year Special Survey


 


OPERATIONS


 


		·	The
Manager shall establish detailed procedures for all critical operations performed onboard the Vessel as part of the Vessel’s
Safety Management System. These procedures shall be developed and tailored specifically to the Vessel. Steps





    	 



    	



    



	 		shall be taken to familiarize Vessel personnel with these procedures and a robust
internal audit program shall be carried out to verify crew compliance with these established procedures. Checklists should be used
where appropriate to assist personnel in following procedures and to provide documented evidence of adherence to procedures. Copies
of all work instructions and procedures in force shall be on file in the head office facilities of the Manager. The complete Safety
Management System shall be made available in hard or electronic copy to the Owners.
	 	 	 
		·	Changes to operating procedures must be reviewed by a senior officer
onboard and approved by shore based management before the changes are implemented.



 



		·	The Vessel and crew at all times shall be capable of operating with
no venting of cargo boil-off gases to the atmosphere. Any such venting shall immediately be reported to the Owners with a full
explanation as to why the venting operation was required and an estimate of venting duration and quantity vented. It is recognized
that under rare extreme conditions the cargo tank pressure may approach the P.V. valve release settings. This condition is to be
avoided through proper management of cargo during laden voyages and of the heel and spray cooling during ballast voyages, and if
necessary to prevent P/V valves from lifting, the Vessel will, when possible, reduce cargo tank pressure below this setting by
intentional venting in a controlled manner.



 


		·	Whenever the vessel is transiting restricted waters the following
operating profile shall normally be adhered to unless specific equipment breakdown prevents this:



 


		·	The Throttle shall be in Bridge Control



		·	The Steering Gear systems shall be fully tested (including all standby
pumps) prior to entry into restricted waters
		·	Boilers shall be operated in the Dual Fuel Mode
		·	Two ship service generators shall be on line for redundancy
		·	The main engine shall be placed in “Standby” and the
engine room shall be manned if there is a high probability of the vessel maneuvering



 


		·	All inhibits on any trip (safety shutdown) and alarm system must
be approved by the Master or Chief Engineer before being applied. A written procedure is necessary to document the operational
conditions that must exist before any trip or alarm may be inhibited and what additional safety measures must be put in place when
trips or alarms are inhibited. A daily log of all inhibited trips and alarms shall be displayed on the bridge and in the engine
room.



 


INSPECTIONS


 


		·	The Manager shall arrange on a bi annual basis for a fully accredited
OCIMF SIRE inspection of the ship. A copy of the report issued by the independent accredited inspector is to be made immediately
available to Owners. Within one week of the inspection report being issued the Manager is required to provide a 





    	 



    	



    


	 	 	programme to the
charterer to indicate how and when any of the agreed comments are going to be corrected.
	 	 	 
		·	The Manager shall arrange for an OCIMF/SIGTTO compliant self assessment
inspection and audit to be carried out onboard the Vessel on an annual basis. This may be carried out as part of the Manager’s
internal audit program. Copies of completed annual assessments are to be kept on board available for inspection by Owners upon
request. Where the Managers are unable to obtain copies of the OCIMF/SIGTTO inspection guidelines, Managers shall apply their own
internal audit/inspection procedures providing that the Manager’s inspection guidelines are subject to review and approval
by Owners.



 


		·	The Manager shall arrange for Owners’ representative to carry
out a detailed assessment and operational audit of the Manager’s head office facilities a minimum of once every two (2) years.
The inspection will include but not be limited to Company Profile, Management Review, Document Control, Fleet Management, ISM Safety
Management System, Corrective Action, Recruitment and Training, Health, Safety and Environmental Protection, Technical Support,
Navigation, Safe Mooring, and Emergency Response.



 


		·	The Managers shall ensure that a Vessel inspection report in accordance
with Owners’ format is completed annually. This inspection report is to be completed by attending manager’s superintendents
during a twelve month period, ensuring that all items are addressed during that period. Copies of completed reports are to be submitted
to Owners annually. The Managers may utilize their own internal inspection format and checklist if Owners’ can review and
approve inspection guidelines prior to their use.



 


		·	Owners, or their designated representatives, will arrange for qualified
auditors to carry out annual audits of the Vessel to confirm that the Vessels safety, quality and environmental protection system
is functioning effectively. The Managers are to provide corrective actions to any non-conformities identified during the audits
within thirty days of receiving the audit report. Confirmation of implementation is to be carried out at the next audit. Items
that would normally be considered non-conformities would include, but not be limited to; crew members not properly qualified or
certified, deteriorated physical conditions on the Vessel or equipment malfunctions with no documented schedule for repair, lack
of documentation control, insufficient spare parts for normal maintenance, poor accuracy of onboard spare parts inventory, and
lack of procedures for work being performed.



 


		·	Owners, or their designated representatives, shall arrange for qualified
surveyors to carry out inspections and a condition assessment of the Vessel while undergoing a drydock overhaul as necessary to
verify proper planning and adherence to the approved Master Maintenance Plan.



 


The Managers will implement contingency
planning to be activated in the event of any emergency occurring on or to the Vessel and shall ensure that the contingency plan
is 







    	 



    	



    
exercised annually with the participation of Owners. A copy of the Manager’s contingency plan is to be provided to Owners
who shall be included in the Emergency Contact Chart and the nominated recipients for amendments.




    	 



    	



    

ANNEX “E”

PERMANENT INSTRUCTIONS


 


The Permanent Instructions shall be provided by the Charterers
to the Managers on or prior to the Effective Date and shall be a protocol of communication among Charterers, the Vessel Owners
and/or the Managers. The protocol of communication will set out, inter alia, who has authority to issue instructions and provide
information to the Vessel and its master and who has authority to receive communications and information from the Vessel.




    	 



    	



    


ANNEX “F”

FORM OF ACCOUNTING SYSTEM


 


[MANAGERS TO PROVIDE]




    	 



    	



    


ANNEX “G”

CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (“Agreement”)
is made and entered into as of the _____ day of ________, 2014, by and between GAS-four LTD., a company incorporated under the
laws of Bermuda and having its registered office at Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda (the “Owners”),
and GasLog LNG Services Ltd., a company incorporated in Bermuda and having a branch office at 69 Akti Miaouli, Piraeus GR 18537,
Greece (the “Managers”).


 


Owners and Managers entered into that certain
Ship Management Agreement of even date herewith (the “Management Agreement”). In connection with the Management Agreement,
it has been necessary and may continue to be necessary for Owners and Managers to exchange or provide access to certain proprietary
and/or confidential information. Unless otherwise defined herein, all capitalized terms shall have the meanings assigned thereto
in the Management Agreement.


 


1.Confidential Information. At
all times during the term of the Management Agreement and for two years thereafter, Owners and Managers shall keep confidential
and shall not, without the prior written consent of the other party, issue any press release in relation to the transactions evidenced
by the Management Agreement or the transactions contemplated thereunder, or disclose to any other person, the terms of the Management
Agreement, any information provided to party pursuant to or in connection with the Management Agreement, any information connected
with the Vessel (both technical or operational) or any other information identified as confidential or which may be protected by
copyright, trademark or intellectual property law, or release copies of any such document which discloses any such information.
Any and all such information described herein, together with all notes, analyses, compilations, studies, interpretations or other
documents or records prepared by a party receiving such information or its Representatives (defined below), or copies thereof,
which contain or otherwise reflect such information made available by are hereinafter referred to as the “Confidential Information.”
In addition, Confidential Information shall mean any discussions between the parties concerning the Management Agreement or in
connection with the Management Agreement, any and all written, printed or other materials, regardless of form, provided by a party
concerning the Management Agreement or in connection with the Management Agreement, whether provided prior to or after the execution
of this Agreement, and the substance and content thereof, and all information ascertained through the discussions between employees
or representatives of the parties concerning the Management Agreement.


 


2.Exclusions. The term Confidential
Information does not include any information which:


 


(a) at the time of disclosure
is in the public domain or thereafter becomes generally available other than as a result of a disclosure by the receiving party
or its Representatives;




    	 



    	



    


(b) is available to such party
or its Representatives on a non-confidential basis from a source other than the disclosing party, provided that such source is
not bound by a confidentiality agreement with the disclosing party; or,


 


(c) has been independently acquired
or developed by receiving party or its Representatives without violating any of its obligations under this Agreement or the Management
Agreement.


 


3.Permitted Disclosures. Notwithstanding
the provisions of Section 1 above, either party shall be entitled to disclose Confidential Information without the consent of the
other:


 


(a) pursuant to applicable law
or order of a court of competent jurisdiction or a regulatory agency with jurisdiction, provided such party agrees prior to any
such disclosure to provide the other party with prompt written notice of such requirements;


 


(b) to its directors, officers,
employees, agents, representatives, advisors and consultants (“Representatives”), whose assistance in evaluating the
Confidential Information is necessary and who are legally obligated to maintain the Confidential Information in confidence; and


 


(c) to any charterer or subcharterer
of the Vessel.


 


4.CHOICE OF LAW. This Agreement
shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement
shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or reenactment
thereof save to the extent necessary to give effect to the provisions of this Clause. Any dispute arising under this Agreement
shall be resolved pursuant to the arbitration provisions set forth in Article 19 of the Management Agreement.


 


5.Term. As to the Confidential
Information, the obligations of confidentiality and non-disclosure under this Agreement shall terminate two (2) years after the
date on which the Management Agreement is terminated. Upon termination of this Agreement, each party shall return all Confidential
Information furnished to it hereunder in written or other tangible form, and copies thereof, and destroy all copies of Confidential
Information consisting of notes, analyses, compilations, studies, interpretations or documents or records prepared by it, or its
Representatives.




    	 



    	



    


IN WITNESS whereof the parties have duly
signed this Agreement the day and year first above written.


 


	
        SIGNED for and on behalf

        of GAS-four LTD.

        by

         

        in the presence of



         
	 


	
        SIGNED for and on behalf

        of GASLOG LNG SERVICES LTD.

        by

         

        in the presence of
	 





    	 



    	



    

ANNEX “H”

INCENTIVE BONUS PLAN


 


The Incentive Bonus shall be based on an
annual assessment of the Key Performance Indicators (“KPIs”) listed below, as divided in three sections: HSSE, Vessel
Performance, and Financial Performance.


 


There will be an annual assessment of the
KPIs in each section, and a total Incentive Bonus of $72,000 may be awarded. The total Incentive Bonus shall be allocated across
the three sections in three equal awards of $24,000 per section. Exceeding the noted maximum acceptable KPI in any section will
mean that the $24,000 section award will not be paid for that year.


 


Where the Bonus Target is met for every
KPI within a section then the full section award will be made for that section.


 


Where the KPIs in a section fall between
the Maximum acceptable and the Bonus Target, then the level of award will be assessed by mutual agreement.


 


Key Performance Indicators (KPIs)


 


The KPIs below are agreed to be reviewed
on an annual basis. These are the initial KPIs and may be adjusted and changed as agreed mutually on review.


 


	KPI	 	Maximum acceptable	 	Bonus
	 	 	 	 	 
	HSSE	 	 	 	 






	Fatality	 	0	 	0
	Total Recordable Cases	 	1	 	0
	Near miss reports	 	To be agreed annually	 	To be agreed annually
	Oil Spills to water	 	0	 	0
	Venting cargo vapor to atmosphere - unless approved or emergency	 	0	 	0
	Major Incidents (collisions, groundings, flooding, fire explosion etc.)	 	0	 	0
	TMSA	 	To be agreed annually based on no improvement from the previous year	 	To be agreed annually based on stretched improvement from the previous year




    	 



    	



    







	Vessel Performance	 	 	 	 
	 	 	 	 	 
	Off hire	 	12 hours (assuming 4 days per annum total maintenance window (2 days every 6 months) or any other instances with permission) 	 	No off hire
	Vetting	 	Total deficiencies per inspection 12 low risk – 1 high risk	 	5 low risk
	Port State Control	 	No requirements for rectification prior to departure	 	Maximum 2 observations (recorded on Equasis) per vessel inspection
	Fuel consumption (using conversion )	 	Fuel consumption (as measured during quarterly Kyma Performance Trials) equal to that which is indicated in the Gas form C	 	5% or more less than that which is indicated in the Gas Form C
	Heel management	 	Requires two hours cool down alongside	 	Fully in compliance with voyage orders (e.g. 1 day heel on arrival and at temperature to load or as instructed by voyage)
	Dry dock control -delivery after repair (discounting yard delays)	 	2 days delay from initial planned delivery date	 	Delivery on time
	 	 	 	 	 
	Financial Performance	 	 	 	 


 


	Compliance with annual budget, against declared expenditure, allowing for exchange rate fluctuations $ to € and approved extra items	 	0% above approved budget	 	Below the approved budget (excluding approved extra items) at an amount to be mutually agreed annually





    	 



    	



    


	Dry docking budget	 	0% above approved budget	 	Below the approved budget (excluding approved extra items) at an amount to be mutually agreed at the award of the drydock contract





    	 



    	



    

ANNEX “I”


 


PRIMARY TERMINALS


 





	Load	 	Country	 	Status
	Gladstone	 	Australia	 	*
    2
	Withnell
    Bay	 	Australia	 	1
	Pluto	 	Australia	 	1
	Idku	 	Egypt	 	1
	Damietta	 	Egypt	 	1
	Punta
    Europa	 	Equatorial
    Guinea	 	1
	 	 	 	 	 
	Discharge	 	Country	 	Status
	Bahia
    Blanca FSRU	 	Argentina	 	1
	Zeebrugge	 	Belgium	 	1
	Pecem	 	Brazil	 	1
	Guanabara
    Bay	 	Brazil	 	1
	Canaport	 	Canada	 	1
	Mejillones	 	Chile	 	1
	Quintero	 	Chile	 	1
	Dalian	 	China	 	1
	Fujian	 	China	 	1
	Guangdong	 	China	 	1
	Jiangsu	 	China	 	1
	Santiago	 	China	 	1
	Zhejiang	 	China	 	1
	Zhuhai	 	China	 	*2
	Montoir	 	France	 	1
	Revithoussa	 	Greece	 	1
	Dahej	 	India	 	1
	Hazira	 	India	 	1
	Chita	 	Japan	 	1
	Futtsu	 	Japan	 	1
	Himeji	 	Japan	 	1
	Senboku
    II	 	Japan	 	1
	Kawagoe	 	Japan	 	1
	Sodeshi	 	Japan	 	1
	Niigata	 	Japan	 	1
	Tobata	 	Japan	 	1
	Hitachi	 	Japan	 	*2
	Joetsu
    Thermal Power	 	Japan	 	1
	INPEX
    Naoetsu	 	Japan	 	1A
	Negishi	 	Japan	 	1
	Yanai	 	Japan	 	1
	Sodegaura
    	 	Japan	 	1
	Ohgishima	 	Japan	 	1
	Oita	 	Japan	 	1
	Sakai	 	Japan	 	1
	 	 	 	 	 
	Load	 	Country	 	Status
	Bonny
    Island (Jetty 1,2)	 	Nigeria	 	1
	Snohvit	 	Norway	 	*4
	Point
    Fortin 	 	Trinidad	 	1
	Das
    Island	 	UAE	 	1
	Lake
    Charles 	 	USA	 	1
	Sabine
    Pass (Cheniere)*	 	USA	 	1
	 	 	 	 	 
	Discharge	 	Country	 	Status
	Incheon	 	Korea	 	1
	Pyeongtaek	 	Korea	 	1
	Tongyeong	 	Korea	 	1
	Gwang
    Yang	 	Korea	 	1
	Mina
    Al Ahmadi	 	Kuwait	 	1
	Bintulu	 	Malaysia	 	1
	Altamira	 	Mexico	 	1
	Costa
    Azul	 	Mexico	 	1
	Sines	 	Portugal	 	1
	Ras
    Laffan	 	Qatar	 	1
	Singapore	 	Singapore	 	1
	Barcelona	 	Spain	 	1
	Bilbao	 	Spain	 	1
	Cartagena	 	Spain	 	1
	Huelva	 	Spain	 	1
	Sagunto	 	Spain	 	1
	Map
    Ta Phut	 	Thailand	 	1
	Rotterdam	 	The
    Netherlands	 	1
	Yung-An	 	Taiwan	 	1
	Taichung	 	Taiwan	 	1
	Aliaga	 	Turkey	 	1
	Marmara
    Ereglisi	 	Turkey	 	*3
	Jebel
    Ali FSRU	 	UAE	 	1
	Elba
    Island	 	USA	 	1
	Cameron	 	USA	 	1
	Pascagoula	 	USA	 	1
	Freeport	 	USA	 	1
	Isle
    of Grain	 	UK	 	1
	Dragon	 	UK	 	1








    	 



    	



    


* 1 A - Primary Terminals ~ Pending


 


Signifies terminals where some terminal
data is not complete, but which will be treated as Primary Terminals so long as, in order for the Vessel to be accepted by the
terminal, no changes are required to the principal dimensions of the Vessel, including: length, breadth, draft, displacement, location
of cargo manifolds and lay-out of cargo manifolds (pipe size, layout of liquid and vapour lines, manifold dimensions, etc). Owners
and Charterers to cooperate to complete any missing terminal data and to achieve Terminal acceptance and any minor changes to the
Vessel (gangway landing areas/rails, etc.) will be the responsibility of the Owners.


 


*2 Terminals Under Construction


 


Signifies terminals that are under construction
at the date of signing the Charter party and are not Primary Terminals (“Terminals Under Construction”). Owners and
Charterers agree to work together in good faith in order to obtain: (i) the necessary relevant information to enable Owners to
reasonably assess whether each of the Terminals Under Construction are in all material respects compatible with the Vessel; and
(ii) acceptance of the Vessel by the Terminal Under Construction. Once Owners are reasonably satisfied that a Terminal Under Construction
is in all material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge, and the Terminal
Under Construction has confirmed to Owners that they are prepared to accept the vessel to call and carry out cargo operations at
their terminal (once completed), Owners agree to add such Terminal Under Construction to the list of Primary Terminals.


 


*3 Terminals With Compatibility
Issues


 


Signifies terminals which have identified
compatibility issues and are not Primary Terminals. However, Owners agree to allow the Vessel to call at such terminals provided:
(i) they are reasonably satisfied that there is sufficient compatibility to allow safe navigation, loading and/or discharge; and
(ii) the terminal have confirmed to Owners their acceptance of the Vessel to call, and carry out cargo operations at their terminal.


 


*4 Terminals Pending Further Data


 


Signifies terminals in respect of which,
at the date hereof, there is insufficient information available in order to allow Owners to assess whether the terminal is in all
material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge (“Pending Terminals”).
Owners and Charterers agree to work together in good faith in order to obtain: (i) the necessary relevant information to enable
Owners to reasonably assess whether each of the Pending Terminals are in all material respects compatible with the Vessel; and
(ii) acceptance of the Vessel by the Pending Terminals. Once Owners are reasonably satisfied that an Pending Terminal is in all
material respects compatible with the Vessel so as to allow safe navigation, loading and/or discharge, and the Pending Terminal
has confirmed to Owners that they are prepared to accept the vessel to call and carry out cargo operations at their terminal (once
completed), Owners agree to add such Pending Terminals to the list of Primary Terminals.