Common use of All Lender matters Clause in Contracts

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control)); (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties); (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 (Finance Parties’ rights and obligations), Clause 9.8 (Application of prepayments), Clause 25 (Changes to the Lenders), this Clause 37, Clause 41 (Governing law) or Clause 42.1 (Jurisdiction of English courts); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “"Majority Lenders" and “Change of Control” in Clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment or the Total Commitments, other than pursuant to Clause 2.2 (Increase) or Clause 2.3 (Default Increase) an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvi) a change to the Borrower Borrowers or a change to any other Loan Party Guarantors other than in accordance with Clause 27 29 (Changes to the Loan PartiesObligors); (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 2.4 (Finance Parties’ ' rights and obligations), Clause 9.8 8 (Mandatory Prepayment and Cancellation), Clause 9.10 (Application of prepayments), Clause 25 27 (Changes to the Lenders), Clause 32 (Application of Proceeds), this Clause 3746, Clause 41 50 (Governing lawLaw) or Clause 42.1 51.1 (Jurisdiction of English courts); (iix) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (iA) the guarantee and indemnity granted under Clause 19 (Guarantee and IndemnitiesIndemnity); (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, distributed 0081727-0000042 SN:12155633.21 187 (except in the case of paragraphs (iiB) and (iiiC) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jx) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or (xi) any amendment to the order of priority or subordination under any Subordination Agreement, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “"Majority Lenders” " and "Change of Control" in Clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment or the Total Commitments, other than pursuant to Clause 2.2 (Increase) or Clause 2.3 (Default Increase) an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvi) a change to the Borrower Borrowers or a change to any other Loan Party Guarantors other than in accordance with Clause 27 29 (Changes to the Loan PartiesObligors); (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 2.4 (Finance Parties’ ' rights and obligations), Clause 9.8 8 (Mandatory Prepayment and Cancellation), Clause 9.10 (Application of prepayments), Clause 25 27 (Changes to the Lenders), Clause 32 (Application of Proceeds), this Clause 3746, Clause 41 50 (Governing lawLaw) or Clause 42.1 51.1 (Jurisdiction of English courts); (iix) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (iA) the guarantee and indemnity granted under Clause 19 (Guarantee and IndemnitiesIndemnity); (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (iiB) and (iiiC) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jx) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or (xi) any amendment to the order of priority or subordination under any Subordination Agreement, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or (other than any obligation on a Loan Party to make a prepayment extension pursuant to Clause 8.1 6.2 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of ControlExtension options)); (ciii) a reduction in the Margin rate of interest under Clause 8.1 (Calculation of interest) or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment or the Total (other than any increase pursuant to Clause 2.2 (Additional Commitments)), an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvi) a change to the Borrower or a change to any other Loan Party Guarantor other than in accordance with Clause 27 24 (Changes to the Loan PartiesTransaction Obligors); (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 2.2 (Finance Parties’ ' rights and obligations), Clause 9.8 5.1 (Delivery of a Utilisation Request), Clause 7.1 (Illegality), Clause 7.2 (Change of Control), Clause 7.3 (Disposal of Target shares), Clause 7.4 (Disposal of Target’s assets), Clause 7.9 (Application of prepayments), Clause 25 23 (Changes to the Lenders), Clause 24 (Changes to the Transaction Obligors), Clause 27 (Sharing among the Finance Parties), this Clause 3734, Clause 41 37 (Governing law) Law), or Clause 42.1 38.1 (Jurisdiction of English Hong Kong courts);; or (i) (other than as expressly permitted by the provisions of any Finance Documentix) the nature or scope of or the release of: (i) the , any guarantee and indemnity granted under Clause 19 17 (Guarantee and Indemnities); (iiIndemnity) the Charged Propertyor any Transaction Security unless expressly permitted under any Finance Document; or (iiix) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, made without the prior consent of all the Lenders. (b) The Borrower and the Agent or the Security Agent, as applicable, may amend or waive a term of a Fee Letter to which they are a party.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) discharge or release or a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause clause 1.1 (Definitions); (b) the definition of "Last Availability Date" in clause 1.1 (Definitions); (c) the definition of "Backstop Date" in clause 1.1 (Definitions); (d) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (ce) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payablepayable or the rate at which they are calculated; (d) a change in currency of payment of any amount under the Finance Documents; (ef) an increase in any Commitment or the Total Commitments, ; (g) an extension of any Availability Period or period within which the Facility is available for Utilisation; (h) any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facilityrateably; (fi) a change to the Borrower or a change to any other Loan Party other than Obligor; (j) clause 7.2 (Change of control) or the definition of "Change of Control" in accordance with Clause 27 clause 1.1 (Changes to the Loan PartiesDefinitions); (gk) any provision which expressly requires the consent or approval of all the Lenders; (hl) Clause 2.3 clause 38 (Sharing among the Finance Parties); (m) clause 2.2 (Finance Parties’ ' rights and obligations), Clause 9.8 clause 5.1 (Delivery of the Utilisation Request), clause 6.3 (Adjustment of scheduled repayments) clause 7.1 (Illegality), clause 8.9 (Application of prepayments), Clause 25 clause 19.36 (Sanctions), clause 22.17 (Sanctions), clause 23.14 (Charter Sanctions), clause 30.21 (Sanctions), clause 31 (Changes to the Lenders), this Clause 37clause 45 (Amendments and waivers), Clause 41 clause 49 (Governing law) or Clause 42.1 clause 50.1 (Jurisdiction of English courts); (in) the order of distribution under clause 36.1 (Order of application); (o) the currency in which any amount is payable under any Finance Document; (p) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (iA) the any guarantee and indemnity granted under Clause 19 any Finance Document (including under clause 18 (Guarantee and Indemnitiesindemnity);; or (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jq) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any the Transaction Security unless permitted under this Agreement or the Guarantee or the circumstances in which any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal the Guarantee is expressly permitted or required to be released under this Agreement or any other of the Finance Document, shall not be made, or given, without the prior consent of all the Lenders.Documents,

All Lender matters. An amendment(a) Subject to Clause 43.4 (Changes to reference rates), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (ab) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (bc) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (de) a change in currency of payment of any amount under the Finance Documents; (ef) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fg) a change to the Borrower or a change to any other Loan Party Transaction Obligor other than in accordance with Clause 27 28 (Changes to the Loan PartiesTransaction Obligors); (gh) any provision which expressly requires the consent of all the Lenders; (hi) this Clause 2.3 43 (Finance Parties’ rights Amendments and obligationsWaivers); (j) any change to the preamble (Background), Clause 9.8 2 (Application The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 6.3 (Effect of prepaymentscancellation and prepayment on scheduled repayments), Clause 7.5 (Mandatory prepayment on sale, seizure or Total Loss), Clause 8 (Interest), Clause 23.10 (Compliance with laws etc.), Clause 23.12 (Sanctions and Ship trading), Clause 25 (Accounts and Application of Earnings), Clause 27 (Changes to the Lenders), this Clause 3732 (Sharing among the Finance Parties), Clause 41 47 (Governing lawLaw) or Clause 42.1 48 (Jurisdiction of English courtsEnforcement); (ik) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee joint and indemnity granted several liability of the Borrowers under Clause 19 17 (Guarantee Joint and IndemnitiesSeveral Liability of the Borrowers); (ii) the Charged PropertySecurity Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jl) the release or any material variation of any the guarantee and indemnity granted under clause 2.1 (guarantee and indemnity) of the Guarantee, the joint and several liability of the Borrowers under Clause 19 17 (Guarantee Joint and IndemnitiesSeveral Liability of the Borrowers) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition definitions of “Approved Suppliers, Majority Lenders” , Prohibited Person, Sanctions, Sanctions Authority or Sanctions List in Clause clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make a clause 9 (Mandatory prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Controland cancellation)); (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment Proposed Participation or the Total CommitmentsProposed Participations, an extension of any the Availability Period or any requirement that a cancellation of Commitments Proposed Participations reduces the Commitments of the Lenders rateably under the relevant FacilityProposed Participations rateably; (fvi) a change to the a Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Guarantors; (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 clause 2.2 (Finance Parties’ ' rights and obligations), Clause 9.8 clause 9 (Application of prepaymentsMandatory prepayment and cancellation), Clause 25 clause 22.16 (Proof of Origin), clause 27 (Changes to the Lenders), this Clause 37clause 40, Clause 41 (Governing law) the governing law of any Finance Document or Clause 42.1 clause 44.1 (Jurisdiction of English courts); (i) (other than as expressly permitted by the provisions of any Finance Documentix) the nature or scope of: (iA) the guarantee and indemnity granted under Clause 19 clause 20 (Guarantee and IndemnitiesIndemnity); (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jx) the release of any guarantee and indemnity granted under Clause 19 clause 20 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance DocumentSecurity, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “"Majority Lenders" and “Change of Control” in Clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment or the Total Commitments, other than pursuant to Clause 2.2 (Increase) or Clause 2.3 (Default Increase) an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvi) a change to the Borrower Borrowers or a change to any other Loan Party Guarantors other than in accordance with Clause 27 29 (Changes to the Loan PartiesObligors); (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 2.4 (Finance Parties’ ' rights and obligations), Clause 9.8 8 (Mandatory Prepayment and Cancellation), Clause 9.10 (Application of prepayments), Clause 25 27 (Changes to the Lenders), Clause 32 (Application of Proceeds), this Clause 3746, Clause 41 50 (Governing lawLaw) or Clause 42.1 51.1 (Jurisdiction of English courts); (iix) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (iA) the guarantee and indemnity granted under Clause 19 (Guarantee and IndemnitiesIndemnity); (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, distributed (except in the case of paragraphs (iiB) and (iiiC) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jx) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; or (xi) any amendment to the order of priority or subordination under any Subordination Agreement, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (bii) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvi) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Obligor; (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) this Clause 2.3 42 (Finance Parties’ rights Amendments and obligationsWaivers); (ix) any change to the preamble (Background), Clause 9.8 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 8 (Interest), Clause 26 (Application of prepaymentsEarnings), Clause 25 28 (Changes to the Lenders), this ) Clause 37, Clause 41 45 (Governing lawLaw) or Clause 42.1 46 (Jurisdiction of English courtsEnforcement); (ix) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (xi) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, Subject to Clause 35.4 (Changes to reference rates) and Clause 35.7 (Recalculation of Sustainability KPI Performance Targets) an amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition definitions of “Majority Lenders”, “Sanctioned Person”, “Sanctions”, “Sanctions Authority” and “Sanctions Event” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payablepayable (in each case other than through the operation of the grid set out in the definition of “Margin” in Clause 1.1 (Definitions) and/or of Clause 9.5 (Margin adjustment for sustainability performance)); (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments(except pursuant to Clause 2.2 (Increase)), an extension of any the Availability Period (other than as a consequence of the exercise of the First Extension Option, the Second Extension Option or the Third Extension Option) or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fe) a change to the Borrower or a change to any other Loan Party the Guarantors other than in accordance with Clause 27 25 (Changes to the Loan PartiesObligors); (gf) any provision which expressly requires the consent of all the Lenders; (hg) Clause 2.3 (Finance Parties’ rights and obligations), Clause 9.8 8.1 (Illegality), Clause 8.2 (Change of control), Clause 8.3 (Sanctions Event), Clause 8.9 (Application of prepayments), Clause 19.16 (Sanctions), Clause 22.11 (Sanctions), Clause 24 (Changes to the Lenders), Clause 25 (Changes to the LendersObligors), Clause 28 (Sharing among the Finance Parties), this Clause 3735, Clause 41 39 (Governing law) or Clause 42.1 40 (Jurisdiction of English courtsJurisdiction);; or (i) (other than as expressly permitted by the provisions of any Finance Documenth) the nature or scope of: (i) of the guarantee and indemnity granted under Clause 19 18 (Guarantee and Indemnitiesindemnity); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, made without the prior consent of all the Lenders.

All Lender matters. An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control));Documents; APJ/MSXM/076001.00588/80174749.8Page 103 (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total CommitmentsCommitment, an extension of any the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or the Parent in its capacity as a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)guarantor; (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 2.2 (Finance Parties’ rights and obligationsIncrease), Clause 9.8 5.1 (Delivery of a Utilisation Request), Clause 8.1 (Illegality), Clause 8.2 (Change of control), Clause 8.9 (Application of prepayments), Clause 25 24 (Changes to the Lenders), Clause 29 (Sharing among the Finance Parties), this Clause 3736, Clause 41 42 (Governing law) or Clause 42.1 43.1 (Jurisdiction of English courtsJurisdiction); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) of the guarantee and indemnity granted under Clause 19 18 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Documentindemnity); or (j) Clause 19.14 (Sanctions) or Clause 22.7 (Sanctions - use of Loans), or the release definition in Clause 1.1 (Definitions) of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) defined term used in, or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Documentrelevant to, those Clauses, shall not be made, or given, made without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (bii) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make Clause 7.3 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 8.1 20.2 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control)Requirement for additional documents); (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvi) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Borrower; (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) this Clause 2.3 36 (Finance Parties’ rights Amendments and obligationsWaivers); (ix) any change to Clause 3.1 (Purpose), Clause 9.8 2 (Application of prepaymentsThe Facility), Clause 25 3 (Purpose), Clause 5 (Utilisation), Clause 8 (Interest), Clause 19.17 (Sanctions and compliance with laws), Clause 19.19 (German Resident Finance Party), Clause 22 (Changes to the Lenders), this Clause 37, Clause 41 39 (Governing lawLaw) or Clause 42.1 40 (Jurisdiction of English courtsEnforcement); (ix) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (xi) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (iiA) the Charged Property; or (iiiB) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) aboveexcept, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jxii) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.,

All Lender matters. An amendment, Subject to Clause 32.6 (Changes to Reference Rates) an amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment other than pursuant to an amendment or waiver of a term of a Fee Letter in accordance with paragraph 32.3(a) of Clause 8.1 32.3 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control)Other Exceptions); (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total CommitmentsCommitment, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 23 (Changes to the Loan PartiesBorrower); (g) any provision which expressly requires the consent of all the Lenders;; or (h) Clause 2.3 2.2 (Finance Parties’ rights Rights and obligationsObligations), Clause 9.8 5.1 (Delivery of a Utilisation Request), Clause 7.1 (Illegality), Clause 7.2 (Mandatory Prepayment – Listing Event), Clause 7.8 (Application of prepaymentsPrepayments), Clause 25 22 (Changes to the Lenders), Clause 23 (Changes to the Borrower), Clause 25 (Sharing among the Finance Parties), this Clause 3732, Clause 41 36 (Governing law) Law), or Clause 42.1 37.1 (Jurisdiction of English courtsHong Kong Courts); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, made without the prior consent of all the Lenders.. ​ ​ ​

All Lender matters. An amendment, amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make Clause 7.3 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 8.1 26.2 (Change Provision of Controladditional security; prepayment) or Clause 7.4 (subject to the rights of Lenders to elect not to require any Mandatory prepayment to be made to it pursuant to Clause 8.1 (Change of Control)on sale or Total Loss); (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Transaction Obligor; (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 43 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to the preamble (Background), Clause 9.8 2 (The Facility), Clause 3 (Purpose), Clause 5 (Drawdown), Clause 8 (Interest), paragraph (a) of Clause 26.7 (Provision of valuations), Clause 27 (Application of prepaymentsEarnings), Clause 25 29 (Changes to the Lenders), this Clause 37, Clause 41 46 (Governing lawLaw) or Clause 42.1 47 (Jurisdiction of English courtsEnforcement); (ij) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity); (ii) the Charged PropertySecurity Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jl) the release of any the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, ; shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any a Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payablepayable or a reduction in the PIK Rate or frequency of capitalisation; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Borrower; (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 4.1 (Finance Parties’ rights and obligationsInitial Conditions Precedent to the Utilisation), Clause 9.8 7.1 (Application Illegality), Clause 7.2 (Change of prepaymentsControl), Clause 7.3 (Trade Sale Prepayment), Clause 7.4 (IPO Prepayment), Clause 25 (Changes to the Lenders), Clause 27 (Changes to the obligors), Clause 31 (Sharing among the Finance Parties), this Clause 3738, Clause 41 (Governing law) or Law), Clause 42.1 42 (Jurisdiction of English courtsDispute Resolution); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged PropertySecurity Assets; or (iiiii) the manner in which the proceeds of enforcement of the Transaction Security and Distressed Disposals are distributed, (except in the case of paragraphs paragraph (ii) and (iii) above, above insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) this Agreement, the Sponsor Indemnity or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendmentSubject to Clause 43.4 (changes to reference rates), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make Clause 7.4 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 8.1 25.2 (Change Provision of Control) additional security; prepayment), Clause 7.5 (subject to the rights of Lenders to elect not to require any Mandatory prepayment to be made to it pursuant to Clause 8.1 (Change of Control)on sale or Total Loss); (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Obligor; (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 43 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to the preamble (Background), Clause 9.8 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 9 (Interest), Clause 22.11 (Negative pledge), Clause 22.12 (Disposals), Clause 22.13 (Merger), paragraph (c) of Clause 22.14 (Change of business), Clause 24.2 (Ships’ names and registration), Clause 24.3 (Repair and classification), Clause 24.4 (Modifications), Clause 24.5 (Removal and installation of parts), Clause 26 (Application of prepaymentsEarnings and Accounts), Clause 25 28 (Changes to the Lenders), this Clause 37, Clause 41 47 (Governing lawLaw) or Clause 42.1 48 (Jurisdiction of English courtsEnforcement); (ij) any release (whether in part or in full) of, or material variation to, or limitation of enforcement to any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (k) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity – Parent Guarantor); (ii) the Charged Propertyjoint and several liability of the Borrowers under Clause 18 (Joint and Several Liability of the Borrowers); (iii) the Security Assets; or (iiiiv) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (iiiii) and (iiiiv) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jv) the release of any guarantee the guarantees and indemnity indemnities granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity – Parent Guarantor), the joint and several liability of the Borrowers under Clause 18 (Joint and Several Liability of the Borrowers) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin Interest Rate or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party Transaction Obligor other than in accordance with Clause 27 29 (Changes to the Loan PartiesTransaction Obligors); (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 44 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to the preamble (Background), Clause 9.8 2 (Application of prepaymentsThe Facility), Clause 25 3 (Purpose), Clause 5 (Utilisation), Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 8 (Interest), Clause 24.9 (Compliance with laws, etc.) 24.11 (Sanctions and Ship trading), Clause 26 (Earnings Account and Application of Earnings), Clause 28 (Changes to the Lenders), this Clause 3734 (Sharing among the Finance Parties), Clause 41 47 (Governing lawLaw) or Clause 42.1 48 (Jurisdiction of English courtsEnforcement); (ij) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 16 (Guarantee and IndemnitiesIndemnity); (ii) the Charged PropertySecurity Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jl) the release of any the guarantee and indemnity granted under Clause 19 16 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition definitions of “Approved Suppliers, Majority Lenders” , Prohibited Person, Sanctions, Sanctions Authority or Sanctions List in Clause clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make a clause 9 (Mandatory prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Controland cancellation)); (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment Proposed Participation or the Total CommitmentsProposed Participations, an extension of any the Availability Period or any requirement that a cancellation of Commitments Proposed Participations reduces the Commitments of the Lenders rateably under the relevant FacilityProposed Participations rateably; (fvi) a change to the a Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Guarantors; (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 clause 2.2 (Finance Parties’ ' rights and obligations), Clause 9.8 clause 9 (Application of prepaymentsMandatory prepayment and cancellation), Clause 25 clause 22.16 (Proof of Origin), clause 27 (Changes to the Lenders), this Clause 37clause 40, Clause 41 (Governing law) the governing law of any Finance Document or Clause 42.1 clause 44.1 (Jurisdiction of English courts); (i) (other than as expressly permitted by the provisions of any Finance Documentix) the nature or scope of: (iA) the guarantee and indemnity granted under Clause 19 clause 20 (Guarantee and IndemnitiesIndemnity); (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jx) subject to clause 40.5 (Release of non-eligible receivables by the Security Agent), the release of any guarantee and indemnity granted under Clause 19 clause 20 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance DocumentSecurity, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any a Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” Lenders in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 24 (Changes to the Loan PartiesBorrower); (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 2.2 (Finance Parties’ rights and obligations), Clause 9.8 7.3 (Mandatory prepayment), Clause 7.4 (Application of mandatory prepayments), Clause 25 23 (Changes to the Lenders), Clause 28 (Sharing among the Finance Parties), this Clause 3735, Clause 41 38 (Governing law) or Clause 42.1 39.1 (Jurisdiction of English courtsJurisdiction); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged PropertySecurity Assets; or (iiiii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, ; shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make Clause 7.3 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 8.1 25.2 (Change Provision of Controladditional security; prepayment) or Clause 7.4 (subject to the rights of Lenders to elect not to require any Mandatory prepayment to be made to it pursuant to Clause 8.1 (Change of Control)on sale or Total Loss); (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to any Transaction Obligor or the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Time Charterer; (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 43 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to Clause 2 (The Facility), Clause 9.8 3 (Application of prepaymentsPurpose), Clause 25 5 (Drawdown), Clause 8 (Interest), paragraph (a) of Clause 25.7 (Provision of valuations), Clause 26 (Accounts and Application of Earnings), Clause 28 (Changes to the Lenders), this Clause 37, Clause 41 46 (Governing lawLaw) or Clause 42.1 47 (Jurisdiction of English courtsEnforcement); (ij) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity); (ii) the Charged PropertySecurity Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jl) the release of any the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, Document shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. 36.2.1 An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant (other than in relation to Clause 8.1 8 (Change of Control) (subject to the rights of Lenders to elect not to require any Mandatory prepayment to be made to it pursuant to Clause 8.1 (Change of Controland cancellation)); (cb) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (dc) a change in currency of payment of any amount under the Finance Documents; (ed) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties); (ge) any provision which expressly requires the consent of all the Lenders; (hf) the definition of "Change of Control" in Clause 1.1.31 (Definitions), the definition of "Permitted Financial Indebtedness" in Clause 1.1.121 (Definitions), the definition of " Permitted Guarantee" in Clause 1.1.122 (Definitions), Clause 2.3 (Finance Parties’ ' rights and obligations), Clause 9.8 5.1 (Delivery of a Utilisation Request), Clause 7.1 (Illegality), Clause 8 (Mandatory Prepayment and Cancellation), , Clause 8.5 (Application of mandatory prepayments and cancellations, Clause 9.10 (Application of prepayments), Clause 14 (Tax Gross up and Indemnities), Clause 15 (Increased Costs), Clause 16 (Other Indemnities), Clause 25 (Changes to the Lenders), Clause 26 (Changes to the Obligors), this Clause 37, 36 or Clause 41 43 (Governing law) or Clause 42.1 (Jurisdiction of English courtsLaw); (ig) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Secured Property; or (iiiii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (iii) and (iiiii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jh) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document; (i) any amendment to the subordination under any Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to:118 (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make Clause 7.3 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 8.1 25.2 (Change Provision of Controladditional security; prepayment) or Clause 7.4 (subject to the rights of Lenders to elect not to require any Mandatory prepayment to be made to it pursuant to Clause 8.1 (Change of Control)on sale or Total Loss); (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to any Transaction Obligor or the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Time Charterer; (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 43 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to Clause 2 (The Facility), Clause 9.8 3 (Application of prepaymentsPurpose), Clause 25 5 (Drawdown), Clause 8 (Interest), paragraph (a) of Clause 25.7 (Provision of valuations), Clause 26 (Accounts and Application of Earnings), Clause 28 (Changes to the Lenders), this Clause 37, Clause 41 46 (Governing lawLaw) or Clause 42.1 47 (Jurisdiction of English courtsEnforcement); (ij) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (k) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity); (ii) the Charged PropertySecurity Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jl) the release of any the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, Document shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment(a) Subject to Clause 42.4 (Benchmark Replacement setting), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (ab) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (bc) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (de) a change in currency of payment of any amount under the Finance Documents; (ef) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fg) a change to the Borrower or a change to any other Loan Party Transaction Obligor other than in accordance with Clause 27 (Changes to the Loan PartiesTransaction Obligors); (gh) any provision which expressly requires the consent of all the Lenders; (hi) this Clause 2.3 42 (Finance Parties’ rights Amendments and obligationsWaivers); (j) any change to the preamble (Background), Clause 9.8 2 (Application of prepaymentsThe Facility), Clause 25 3 (Purpose), Clause 5 (Utilisation), Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale, seizure or Total Loss), Clause 8 (Interest), Clause 22.10 (Compliance with laws etc.), Clause 22.12 (Sanctions and Ship trading), Clause 24 (Accounts and Application of Earnings), Clause 26 (Changes to the Lenders), this Clause 3731 (Sharing among the Finance Parties), Clause 41 45 (Governing lawLaw) or Clause 42.1 46 (Jurisdiction of English courtsEnforcement); (ik) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee guarantees and indemnity indemnities granted under Clause 19 clause 2 (Guarantee and Indemnities)guarantee) of the Guarantee; (ii) the Charged Propertyjoint and several liability of the Borrowers under Clause 17 (Joint and Several Liability of the Borrowers); (iii) the Security Assets; or (iiiiv) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (iiiii) and (iiiiv) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jl) the release or any material variation of any guarantee the guarantees and indemnity indemnities granted under clause 2 (guarantee) of the Guarantee, the joint and several liability of the Borrowers under Clause 19 17 (Guarantee Joint and IndemnitiesSeveral Liability of the Borrowers) or of any Transaction Security or any guarantee, indemnity or subordination arrangement set out in a Finance Document unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendmentSubject to Clause 38.4 (Changes to Reference Rates), an amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of or any right or remedy under a Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions)”; (b) an extension to of the date of payment of any scheduled amount to or for the account of a Lender under the Finance Documents Documents, except as agreed by an individual Lender in respect of its Commitment or participation in any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Loan; (c) a release of any Security created pursuant to a Security Document other than in accordance with the terms of the Finance Documents; (d) a redenomination of a Commitment into another currency; (e) a reduction in the Margin or a reduction in the amount or change in currency of any payment of principal, interest, fees fee or commission payable; (d) other amount payable to or for the account of a change in currency of payment of any amount Lender under the Finance Documents, except as agreed by an individual Lender in respect of its Commitment or participation in any Loan; (ef) an increase in any Commitment or the Total Commitments, Commitments or an extension of any the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties); (g) any provision which expressly requires changes to the consent of all the LendersObligors otherwise than as permitted under this Agreement; (h) Clause 2.3 (Finance Parties’ rights and obligations)the definition of Anti-Corruption Laws, Clause 9.8 18.21 (Application of prepayments), Clause 25 (Changes to the Lenders), this Clause 37, Clause 41 (Governing lawAnti-Bribery and Corruption Laws) or Clause 42.1 22.5 (Jurisdiction of English courtsAnti-Bribery and Corruption and Anti-Money Laundering); (i) the definition of Restricted Party, Sanctioned Country, Sanctions or Sanctions List, Clause 7.4 (Mandatory Prepayment – Sanctions Etc.), Clause 18.20 (Sanctions) or Clause 22.4 (Sanctions); (j) (other than as expressly permitted by the provisions of any Finance Document): (i) the nature or scope of: (i) of the guarantee and indemnity granted under Clause 19 16 (Guarantee and Indemnities)Indemnity) and under the Nigeria Guarantee; (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of any Security created pursuant to the Transaction Security Documents are distributed, (except in the case of paragraphs (ii) and ; and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 16 (Guarantee and IndemnitiesIndemnity) and under the Nigeria Guarantee; (k) any provision of a Finance Document which expressly requires the consent of all the Lenders; or (l) Clause 7.1 (Mandatory Prepayment – Illegality), the definition of Permitted Transferee set out in Clause 7.2 (Mandatory Prepayment – Change of Control), Clause 25 ​ (Changes to the Lenders), Clause 31 (Sharing Among the Finance Parties), Clause 42 (Governing Law), Clause 43.2 (Jurisdiction of English Courts) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance DocumentClause, shall not be made, or given, made without the prior consent of all the Lenders.

All Lender matters. An Subject to clause 45.3 (Other exceptions) and clause 45.4 (Replacement of Screen Rate) an amendment, waiver or (in the case of a Transaction Security Document) discharge or release or a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause clause 1.1 (Definitions); (b) the definition of “Last Availability Date” in clause 1.1 (Definitions); (c) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under payable or the Finance Documentsrate at which they are calculated; (e) an increase in any Commitment or the Total Commitments, ; (f) an extension of any Availability Period or period within which the Facility is available for Utilisation; ​ ​ ​ (g) any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facilityrateably; (fh) a change to the Borrower or a change to any other Loan Party Obligor (other than in accordance with Clause 27 (Changes to the Loan Partiesan Operating Company); (gi) any provision which expressly requires the consent or approval of all the Lenders; (hj) Clause 2.3 clause 38 (Sharing among the Finance Parties); (k) clause 2.2 (Finance Parties’ rights and obligations), Clause 9.8 clause 5.1 (Application Delivery of prepaymentsa Utilisation Request), Clause 25 clause 7.1 (Illegality), clause 7.2(Sanctions), clauses 18.25 (Anti-corruption law), 18.26 (Sanctions), 21.5 (Sanctions), 21.6 (Anti-corruption law) and/or 22.4 (Sanctions in respect of the Ship’s employment), clause 31 (Changes to the Lenders), clause 8.9 (Application of prepayments), this Clause 37clause 45, Clause 41 clause 51 (Governing law) or Clause 42.1 (Jurisdiction of English courts); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.clause 52.1

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause clause 1.1 (Definitions); (ba) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make a prepayment pursuant to Clause 8.1 clause 7.3 (Change Mandatory prepayment) and clause 7.4 (Application of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control)mandatory prepayments); (cb) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (dc) a change in currency of payment of any amount under the Finance Documents; (ed) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fe) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 clause 25 (Changes to the Loan PartiesTransaction Obligors); (gf) any provision which expressly requires the consent of all the Lenders; (hg) Clause clause 2.3 (Finance Parties’ ' rights and obligations), Clause 9.8 clause 7.3 (Mandatory prepayment), clause 7.4 (Application of mandatory prepayments), Clause 25 clause 24 (Changes to the LendersLender), this Clause 37clause 36, Clause 41 clause 40 (Governing law) or Clause 42.1 clause 41.1 (Jurisdiction of English courtsJurisdiction); (ih) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged PropertySecurity Assets; or (iiiii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, distributed (except in the case of paragraphs (iiclause 36.2(h)(i) and (iii) aboveclause 36.2(h)(ii), insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (ji) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an a postponement or extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Obligor; (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 any change to the preamble (Finance Parties’ rights and obligationsBackground), Clause 9.8 2.1 (Application of prepaymentsThe Facility), Clause 25 3 (Purpose), Clause 5 (Utilisation), Clause 8 (Interest), Clause 28 (Changes to the Lenders), this Clause 3741, Clause 41 44 (Governing law) or Clause 42.1 45.1 (Jurisdiction of English courtsJurisdiction);. (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 18 (Guarantee and Indemnitiesindemnity); (ii) the Charged Security Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, distributed (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of of, or material variation to, any guarantee and indemnity granted under Clause 19 18 (Guarantee and Indemnitiesindemnity) or of any Transaction Security unless permitted under or contemplated by this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control));Documents; LRXM/076001.00588/92345437.6Page 103 (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total CommitmentsCommitment, an extension of any the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or the Parent in its capacity as a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)guarantor; (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 2.2 (Finance Parties’ rights and obligationsIncrease), Clause 9.8 5.1 (Delivery of a Utilisation Request), Clause 8.1 (Illegality), Clause 8.2 (Change of control), Clause 8.9 (Application of prepayments), Clause 25 24 (Changes to the Lenders), Clause 29 (Sharing among the Finance Parties), this Clause 3736, Clause 41 42 (Governing law) or Clause 42.1 43.1 (Jurisdiction of English courtsJurisdiction); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) of the guarantee and indemnity granted under Clause 19 18 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Documentindemnity); or (j) Clause 19.14 (Sanctions) or Clause 22.7 (Sanctions - use of Loans), or the release definition in Clause 1.1 (Definitions) of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) defined term used in, or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Documentrelevant to, those Clauses, shall not be made, or given, made without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition of “Majority Lenders” in Clause clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (ciii) a reduction in the Margin L/C Commission Rate or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (eiv) an increase in or an extension of any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fv) a change to the Borrower Borrower, an Applicant or a change to any other Loan Party the Guarantor other than in accordance with Clause 27 clause 21 (Changes to the Loan PartiesObligors); (gvi) any provision which expressly requires the consent of all the Lenders; (hvii) Clause 2.3 clause 2.2 (Finance Parties’ rights and obligations), Clause 9.8 clause 4.2 (Application Change of prepaymentscontrol), Clause 25 clause 20 (Changes to the Lenders), this Clause 37clause 33, Clause 41 clause 37 (Governing law) or Clause 42.1 38.1 (Jurisdiction of English courtsJurisdiction); (iviii) the nature and scope of the guarantee and indemnity granted under clause 14 (Guarantee and indemnity); (ix) the definitions of “Restricted Person”, “Sanctions”, “Sanctions Authorities” “Sanctions List” and clause 15.23 (Sanctions) and 18.19 (Sanctions); or (x) (other than as expressly permitted by the provisions provision of any Finance Document) ), the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (iiA) the Charged Property; or (iiiB) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, made without the prior consent of all the Lenders. (b) An amendment or waiver which relates to the rights or obligations of the Agent or the Security Agent (each in their capacity as such) may not be effected without the consent of the Agent or the Security Agent as the case may be.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) discharge or release or a consent of, or in relation to, any term the terms of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority " Required Lenders” " in Clause 1.1 (Definitions); (b) the definition of "Last Availability Date" in Clause 1.1 (Definitions); (c) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under payable or the Finance Documentsrate at which they are calculated; (e) an increase in, or an extension of, any Commitment or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders ratably under the Facility; (f) a change to the Borrower or any other Obligor; (g) any provision which expressly requires the consent or approval of all the Lenders; (h) Clause 2.3 (Finance Parties' rights and obligations), Clause 35.1 (Payments to Finance Parties) or this Clause 41; (i) the order of distribution under Clause 36.5 (Repayment); (j) the order of distribution under Clause 32.23 (Order of application); (k) the currency in which any amount is payable under any Finance Document; (l) an increase in any Commitment or the Total Commitments, an extension of any Availability Period period within which the Facility is available for Utilization or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facilityratably; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties); (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 (Finance Parties’ rights and obligations), Clause 9.8 (Application of prepayments), Clause 25 (Changes to the Lenders), this Clause 37, Clause 41 (Governing law) or Clause 42.1 (Jurisdiction of English courts); (i) (other than as expressly permitted by the provisions of any Finance Documentm) the nature or scope of: (i) of the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) Collateral or the manner in which the proceeds of enforcement of the Transaction Security Documents are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jn) the release of circumstances in which the security constituted by the Security Documents are permitted or required to be released under any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, Documents; shall not be made, or given, without the prior consent of all the LendersLenders and K-sure.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions1.1(Definitions); (b) an extension of the date of the "Initial Maturity Date" in Clause 1.1(Definitions); (c) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin Margin, the Interest Rate Cap or any Applicable Premium payable in respect of the redemption of all or any part of the Bridge Term Loan or Exchange Notes or a reduction in the amount of any payment of principal, interest, fees or commission payable; (de) a change in currency of payment of any amount under the Finance Documents; (ef) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fg) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Parent Guarantor; (gh) any provision which expressly requires the consent of all the Lenders; (hi) Clause 2.3 (Finance Parties’ ' rights and obligations), Clause 9.8 8 (Mandatory prepayment and cancellation), Clause 8.4 (Application of prepaymentsmandatory prepayments and cancellations), Clause 25 23 (Changes to the Lenders), Clause 28 (Sharing among the Finance Parties), this Clause 3735, Clause 41 39 (Governing law) or Clause 42.1 40.1 (Jurisdiction of English courts); (ij) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities)the UGI Guarantee; (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jk) the release of any guarantee and indemnity granted under Clause 19 (the UGI Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.unless:

All Lender matters. An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total CommitmentsCommitment, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant FacilityFacility (other than as a result of the Borrower’s exercise of the Extension Options or pursuant to Clause 2.2 (Increase)); (e) a change to the payment obligations of the Borrower pursuant to Clause 23 (Changes to the Borrower); (f) a change to the Borrower any provision or a change definition in respect of or relating to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Sanctions; (g) any provision which expressly requires the consent of all the Lenders; (h) Clause 2.3 (Finance Parties’ rights and obligations), 7.1 (Illegality), Clause 9.8 7.2 (Change of control), Clause 7.9 (Application of prepayments), Clause 25 22 (Changes to the Lenders), Cxxxxx 26 (Changes to the Borrower), Clause 26 (Sharing among the Finance Parties), this Clause 3733, Clause 41 37 (Governing law) or Clause 42.1 38.1 (Jurisdiction of English courtsJurisdiction); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, made without the prior consent of all the Lenders.

All Lender matters. An amendment, waiver or (in the case of a Transaction Security Document) discharge or release or a consent of, or in relation to, any term the terms of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Required Lenders” in Clause 1.1 (Definitions); (b) the definition of “Last Availability Date” in Clause 1.1 (Definitions); (c) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under payable or the Finance Documentsrate at which they are calculated; (e) an increase in in, or an extension of, any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably ratably under the relevant FacilityFacilities; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Obligor; (g) any provision which expressly requires the consent or approval of all the Lenders; (h) Clause 2.3 (Finance Parties’ rights and obligations), Clause 9.8 35.1 (Application of prepayments), Clause 25 (Changes Payments to the Lenders), Finance Parties) or this Clause 37, Clause 41 (Governing law) or Clause 42.1 (Jurisdiction of English courts)41; (i) the order of distribution under Clause 36.5 (other than as expressly permitted by Repayment); (j) the provisions order of distribution under Clause 32.23 (Order of application); (k) the currency in which any amount is payable under any Finance Document; (l) an increase in any Commitment or the Total Commitments, an extension of any period within which the Facilities is available for Utilization or any requirement that a cancellation of Commitments reduces the Commitments ratably; (m) the nature or scope of: (i) of the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) Collateral or the manner in which the proceeds of enforcement of the Transaction Security Documents are distributed, ; (except n) the circumstances in which the case of paragraphs (ii) and (iii) above, insofar as it relates security constituted by the Security Documents are permitted or required to a sale or disposal of an asset which is the subject be released under any of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document)Documents; or (jo) the release definition of any guarantee “Restricted Person” in Clause 1.1 (Definitions), the definition of “Sanctions” in Clause 1.1 (Definitions), the definition of “Sanctions List” in Clause 1.1 (Definitions), Clause 14.9 (Sanctions Indemnity), Clause 17.33 (Sanctions), Clause 20.1(b) (Use of proceeds), Clause 20.3 (Compliance with laws) (solely as relates to Sanctions), Clause 20.13 (Sanctions generally), Clause 20.14 (Sanctions with respect to each Mortgaged Ship), Clause 22.5(c) (Maintenance of class; compliance with laws and indemnity granted under Clause 19 codes) (Guarantee and Indemnitiessolely as relates to Sanctions) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, Clause 28.24 (Sanctions); shall not be made, or given, without the prior consent of all the LendersLenders and K-sure.

All Lender matters. An amendmentSubject to Clause 46.4 (Changes to reference rates), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an any amendment to Clause 7.5 (Change of Control); (c) a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (cd) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (de) a change in currency of payment of any amount under the Finance Documents; (ef) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fg) a change to the Borrower or a change to any other Loan Party Transaction Obligor other than in accordance with Clause 27 31 (Changes to the Loan PartiesTransaction Obligors); (gh) any provision which expressly requires the consent of all the Lenders; (hi) this Clause 2.3 46 (Finance Parties’ rights Amendments and obligationsWaivers); (j) any change to the preamble (Background), any definition related to Sanctions in Clause 1 (Definitions and Interpretation), Clause 9.8 2 (Application of prepaymentsThe Facility), Clause 25 3 (Purpose), Clause 5 (Utilisation), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 7.8 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 9 (Interest), Clause 21.33 (Sanctions), Clause 24.22 (Sanctions), Clause 26.10 (Compliance with laws etc.), Clause 26.12 (Sanctions and Ship trading), Clause 28 (Accounts, application of Earnings and Hedge Receipts), Clause 30 (Changes to the LendersLenders and Hedge Counterparties), this Clause 3735 (Sharing among the Finance Parties), Clause 41 50 (Governing lawLaw) or Clause 42.1 51 (Jurisdiction of English courtsEnforcement); (ik) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (l) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee guarantees and indemnity indemnities granted under Clause 19 18 (Guarantee and IndemnitiesIndemnity – Guarantor); (ii) the Charged Propertyjoint and several liability of the Borrowers under Clause 19 (Joint and Several Liability of the Borrowers); (iii) the Security Assets; or (iiiiv) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (iiiii) and (iiiiv) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jm) the release of any guarantee the guarantees and indemnity indemnities granted under Clause 18 (Guarantee and Indemnity – Guarantor) or the release of the joint and several liability of the Borrowers under Clause 19 (Guarantee Joint and IndemnitiesSeveral Liability of the Borrowers) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Equity Upside”, “Interest Rate”, “IPO Repayment Amount”, “Majority Lenders”, “Make-Whole Amount”, “Pro Rata Share” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount (including any Make-Whole Amount or Equity Upside) under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees fees, commission, Make-Whole Amount or commission Equity Upside payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total CommitmentsCommitment, an extension of any the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties); (ge) any provision which expressly requires the consent of all the Lenders;; or (hf) Clause 2.3 (Finance Parties’ rights and obligations), Clause 9.8 5.1 (Delivery of the Utilisation Request), Clause 7.1 (Illegality), Clause 7.6 (Equity Upside), Clause 7.7 (Make-Whole Amount), Clause 7.10 (Application of prepayments), Clause 25 21 (Changes to the Lenders), Clause 22 (Changes to the Borrower), Clause 25 (Sharing among the Finance Parties), this Clause 3732, Clause 41 35 (Governing lawLaw) or Clause 42.1 36.1 (Jurisdiction of English Hong Kong courts); (i) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, made without the prior consent of all the Lenders.

All Lender matters. An amendmentSubject to Clause 43.4 (Benchmark Replacement setting), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower any Transaction Obligor or a change to any other Loan Party Approved Manager other than in accordance with Clause 27 28 (Changes to the Loan PartiesTransaction Obligors); (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 43 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to the preamble (Background), Clause 9.8 2 (Application The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 6.2 (Effect of prepaymentscancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 8 (Interest), Clause 23.10 (Compliance with laws etc.), Clause 23.12 (Sanctions and Ship trading), Clause 25 (Accounts and Application of Earnings), Clause 27 (Changes to the Lenders), this Clause 3732 (Sharing among the Finance Parties), Clause 41 46 (Governing lawLaw) or Clause 42.1 47 (Jurisdiction of English courtsEnforcement); (ij) (other than as expressly permitted by the provisions of any Finance Document) the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 17 (Guarantee and Indemnities)Indemnity) or any other guarantee and indemnity forming part of the Finance Documents; (ii) the Charged PropertySecurity Assets; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or; (jk) the release or any material variation of any the guarantee and indemnity granted under Clause 19 17 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security or any guarantee, indemnity or subordination arrangement set out in a Finance Document unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. (a) An amendment, amendment or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, any term of any Finance Document that has the effect of changing or which relates to: (ai) the definition definitions of “Approved Suppliers, Majority Lenders” , Prohibited Person, Sanctions, Sanctions Auhority or Sanctions List in Clause clause 1.1 (Definitions); (bii) an extension to the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make a clause 9 (Mandatory prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Controland cancellation)); (ciii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (div) a change in currency of payment of any amount under the Finance Documents; (ev) an increase in any Commitment Proposed Participation or the Total CommitmentsProposed Participations, an extension of any the Availability Period or any requirement that a cancellation of Commitments Proposed Participations reduces the Commitments of the Lenders rateably under the relevant FacilityProposed Participations rateably; (fvi) a change to the a Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Guarantors; (gvii) any provision which expressly requires the consent of all the Lenders; (hviii) Clause 2.3 clause 2.2 (Finance Parties’ ' rights and obligations), Clause 9.8 clause 9 (Application of prepaymentsMandatory prepayment and cancellation), Clause 25 clause 22.16 (Proof of Origin), clause 27 (Changes to the Lenders), this Clause 37clause 40, Clause 41 (Governing law) the governing law of any Finance Document or Clause 42.1 clause 44.1 (Jurisdiction of English courts); (i) (other than as expressly permitted by the provisions of any Finance Documentix) the nature or scope of: (iA) the guarantee and indemnity granted under Clause 19 clause 20 (Guarantee and IndemnitiesIndemnity); (iiB) the Charged Property; or (iiiC) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jx) subject to clause 40.5 (Release of non-eligible receivables by the Security Agent), the release of any guarantee and indemnity granted under Clause 19 clause 20 (Guarantee and IndemnitiesIndemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance DocumentSecurity, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendmentSubject to Clause 45.4 (Benchmark Replacement setting), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “"Majority Lenders” " in Clause 1.1 (Definitions); (b) an a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party to make a prepayment pursuant to Clause 8.1 (Change of Control) (subject to the rights of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of Control))Documents; (c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (d) a change in currency of payment of any amount under the Finance Documents; (e) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (f) a change to the Borrower or a change to any other Loan Party Transaction Obligor other than in accordance with Clause 27 30 (Changes to the Loan PartiesTransaction Obligors); (g) any provision which expressly requires the consent of all the Lenders; (h) this Clause 2.3 45 (Finance Parties’ rights Amendments and obligationsWaivers); (i) any change to the preamble (Background), Clause 9.8 2 (Application of prepaymentsThe Facility), Clause 25 3 (Purpose), Clause 5 (Utilisation), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss) or Clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 8 (Interest), Clause 24.10 (Compliance with laws etc.), Clause 24.12 (Sanctions and Ship trading), Clause 26 (Accounts, application of Earnings and Hedge Receipts), Clause 29 (Changes to the Lenders), this Clause 3734 (Sharing among the Finance Parties), Clause 41 48 (Governing lawLaw) or Clause 42.1 49 (Jurisdiction of English courtsEnforcement); (ij) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee guarantees and indemnity indemnities granted under any of Clause 17 (Guarantee and Indemnity – Parent Guarantor) or Clause 19 (Guarantee and Indemnities)Indemnity – Hedge Guarantors) or any other guarantee and indemnity forming part of the Finance Documents; (ii) the Charged Propertyjoint and several liability of the Borrowers under Clause 18 (Joint and Several Liability of the Borrowers); (iii) the Security Assets; or (iiiiv) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of sub-paragraphs (iiiii) and (iiiiv) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (jk) the release or any material variation of any guarantee the guarantees and indemnity indemnities granted under Clause 17 (Guarantee and Indemnity – Parent Guarantor) or Clause 19 (Guarantee and IndemnitiesIndemnity – Hedge Guarantors), the joint and several liability of the Borrowers under Clause 18 (Joint and Several Liability of the Borrowers) or of any Transaction Security or any guarantee, indemnity or subordination arrangement set out in a Finance Document unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.

All Lender matters. An amendment(a) Subject to Clause 46.4 (Changes to reference rate), an amendment of or waiver or (in the case of a Transaction Security Document) a consent of, or in relation to, to any term of any Finance Document that has the effect of changing or which relates to:: 170 ‌ EUROPE/73091764v9 (ai) the definition definitions of “"Majority Lenders” ", "Restricted Party", "Sanctions" or "Sanctions List" in Clause 1.1 (Definitions); (bii) an the definition of "Majority Lenders" in Clause 1.1 (Definitions); (iii) a postponement to or extension to of the date of payment of any amount under the Finance Documents or any obligation on a Loan Party (other than in relation to make Clause 8.4 (Voluntary prepayment of Loan) in respect of a prepayment made pursuant to Clause 8.1 29.2 (Change Provision of Controladditional security; prepayment), Clause 8.6 (Mandatory prepayment or replacement on sale or Total Loss) or Clause 8.7 (subject to the rights Mandatory prepayment of Lenders to elect not to require any prepayment to be made to it pursuant to Clause 8.1 (Change of ControlHedging Payment Proceeds)); (civ) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable; (dv) a change in currency of payment of any amount under the Finance Documents; (evi) an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the relevant Facility; (fvii) a change to the Borrower or a change to any other Loan Party other than in accordance with Clause 27 (Changes to the Loan Parties)Obligor; (gviii) any provision which expressly requires the consent of all the Lenders; (hix) this Clause 2.3 46 (Finance Parties’ rights Amendments and obligationsWaivers); (x) any change to the preamble (Background), Clause 9.8 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 9 (Interest), Clause 23.34 (Sanctions), Clause 26.4 (Sanctions), Clause 28.20 (Sanctions and ship trading), Clause 30 (Application of prepaymentsEarnings), Clause 25 32 (Changes to the Lenders), this Clause 37, Clause 41 50 (Governing lawLaw) or Clause 42.1 51 (Jurisdiction of English courtsEnforcement); (ixi) any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document); (xii) (other than as expressly permitted by the provisions of any Finance Document) ), the nature or scope of: (i) the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities); (ii) the Charged Property; or (iii) the manner in which the proceeds of enforcement of the Transaction Security are distributed, (except in the case of paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or (j) the release of any guarantee and indemnity granted under Clause 19 (Guarantee and Indemnities) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document, shall not be made, or given, without the prior consent of all the Lenders.