Exhibit 10.7


 


Dated         , 2014


 


GAS-five LTD.


 


and


 


GASLOG LNG SERVICES LTD.


 


SHIP MANAGEMENT AGREEMENT


 


in respect of the Vessel, “GasLog
Sydney”



    	 



    	



    


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


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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-five
    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 Sydney”
    (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.




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“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;



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“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



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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.




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		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-five 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






    	28



    	



    

		(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-five 

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-five 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-five 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
	Sydney	 	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.