Common use of Negative undertakings Clause in Contracts

Negative undertakings. No Borrower will: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that Borrower; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or (d) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; or (e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or (f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or (g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrowerits business; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing and has not been remedied or an Event of Default will result from the Distributionpayment of a dividend or the making of any other form of distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; or; (d) for the avoidance of doubt, subject to the provisions of Clause 11.3(b) the Borrower is permitted at any time, in such manner and as many times as it deems fit to pay dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital. (e) allow either Owner to open or maintain maintain, any account with any bank or financial institution except accounts with the Agent and the Security Trustee Lender for the purposes of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, banks or enter into any transaction in a derivative other than the Designated Transactions; orand (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrowerits business; or (b) declare or pay any dividend or make effect any other form of distribution or save as permitted pursuant to Clause 12.8: (c) effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distributioncapital; or (cd) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's ’s share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; or’ length Provided that this shall not prevent or restrict the Borrower from on-lending the Loan to the Owners or granting credit or financial assistance to its wholly-owned direct or indirect subsidiaries; (de) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee or HSH Nordbank AG for the purposes purpose of the Finance Documents and the HSH Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or; (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No Borrower will: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that Borrowerit; or (b) at any time when an Event of Default or a Potential Event of Default has occurred and is continuing or will result from the payment of a dividend or the making of a distribution, pay any dividend or make any other form of distribution or distribution; or (c) effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distributioncapital; or (cd) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or; (de) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that BorrowerShip; or (b) declare or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") dividends if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distributiondeclaration or payment of such dividends; (c) effect any form of redemption, purchase or return of share capital; or (cd) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's ’s share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' ’ length; or; (de) open or maintain any account with any bank or financial institution except accounts with other than the Agent Earnings Account, the Retention Account or any other account required to be opened and/or maintained pursuant to Clauses 11.19 and the Security Trustee 11.20 for the purposes of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; orderivative; (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; (i) incur any Financial Indebtedness other than as contemplated by this Agreement; or (j) agree to purchase any vessel other than the Ship.

Negative undertakings. No The Borrower willwill xxx: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrowerits business; or (b) declare or pay any dividend or make effect any other form of distribution or in excess of: (i) in the Financial Year ending 31 December 2006, $18,000,000 in aggregate; and (ii) in all subsequent Financial Years, 50 percent of its Net Income for the relevant Financial Year; (c) effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distributioncapital; or (cd) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; or (d) open length Provided that this shall not prevent or maintain any account with any bank restrict the Borrower from on-lending the Loan to the Owners or granting credit or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; orassistance to its wholly-owned direct or indirect subsidiaries; (e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or; (g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that BorrowerShip; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will could result from the Distributionpayment of such dividend or the making of any other form of distribution; or (c) effect any form of redemption, purchase or return of share capital; (d) provide any form of credit or financial assistance toto : (i) a person who is directly or indirectly interested in that the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, connected or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; or; (de) open or maintain any account with any bank or financial institution except accounts with any bank acceptable to the Agent and the Security Trustee Lender for the purposes of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; orderivative; (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or (i) agree to purchase any vessel other than the Ship.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrower; orits business; (b) declare or pay any dividend or make effect any other form of distribution or save as permitted pursuant to Clause 12.8; (c) effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distribution; orcapital; (cd) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; orlength Provided that this shall not prevent or restrict the Borrower from on-lending the Loan to the Owners or granting credit or financial assistance to its wholly-owned direct or indirect subsidiaries; (de) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes purpose of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, banks or enter into any transaction in a derivative other than the Designated Transactions; or (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrowerits business; or (b) declare or pay any dividend or make effect any other form of distribution or save as permitted pursuant to Clause 12.8: (c) effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distributioncapital; or (cd) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, ; or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; orlength Provided that this shall not prevent or restrict the Borrower from on-lending the Loan to the Owners or granting credit or financial assistance to its wholly-owned direct or indirect subsidiaries; (de) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes purpose of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, banks or enter into any transaction in a derivative other than the Designated Transactions; or; (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrowerits business; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing and has not been remedied or an Event of Default will result from the Distributionpayment of a dividend or the making of any other form of distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' length; or; (d) for the avoidance of doubt, subject to the provisions of Clause 11.3(b) the Borrower is permitted at any time, in such manner and as many times as it deems fit to pay dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital. (e) allow the Owner to open or maintain maintain, any account with any bank or financial institution except accounts with the Agent and the Security Trustee Lender for the purposes of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, banks or enter into any transaction in a derivative other than the Designated Transactions; orand (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No Borrower will: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that Borrowerits Ship; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will could result from the Distributionpayment of such dividend or the making of any other form of distribution; or (c) effect any form of redemption, purchase or return of share capital; (d) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that any Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, connected or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower the Borrowers than those which it could obtain in a bargain made at arms' length; or; (de) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee Lender for the purposes of the Finance Documents; or; (ef) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (fg) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or (gh) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or (i) acquire any vessel other than the Ship owned or to be owned by it.

Negative undertakings. No Borrower will: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that Borrower; or (b) pay any dividend or make any other form of distribution (if an Event of Default has occurred and is continuing at the relevant time or an Event of Default would result from the payment of such dividend or the making of such distribution) or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distributioncapital; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or (d) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; or (e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or (f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or (g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation; or (h) change its constitutional documents; or (i) acquire any vessel other than the Ship owned by it.

Negative undertakings. No The Borrower willwill not: (a) carry on any business other than change the ownership, chartering and operation nature of the Ship owned by that Borrowerits business; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (if at the "Distribution") if relevant time an Event of Default has occurred at any relevant time which is continuing and has not been remedied within 5 Business Days or an Event of Default will occur as a result from of the Distributionpayment of any dividend or the making of any other form of distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that the Borrower's ’s share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, , (iii) or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that the Borrower than those which it could obtain in a bargain made at arms' ’ length; or; (d) allow either Owner to open or maintain maintain, any account with any bank or financial institution except accounts with the Agent and the Security Trustee Lender for the purposes of the Finance Documents; or; (e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or; (f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactionsderivative; or (g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

Negative undertakings. No Borrower will: (a) carry on any business other than the ownership, chartering and operation of the Ship owned by that Borrower; or (b) pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital (the "Distribution") if an Event of Default has occurred at any relevant time which is continuing or an Event of Default will result from the Distribution; or (c) provide any form of credit or financial assistance to: (i) a person who is directly or indirectly interested in that Borrower's share or loan capital; or (ii) any company in or with which such a person is directly or indirectly interested or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms' length; or (d) open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; or (e) issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; or (f) acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative other than the Designated Transactions; or (g) enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.. 482 EUROPE/66436786v5