Common use of REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 10.1 The Borrowers hereby jointly and severally represent and warrant to the Lender that: (a) each of the Security Parties is and will remain duly incorporated and validly existing under its country of incorporation as a limited liability company and/or corporation, has full power and capacity to carry on its business as it is now being conducted and to own its property and other assets and has complied with all statutory and other requirements relative to its business; (b) to the extent of its obligations thereunder, each Security Party has and will continue to have full power and authority to enter into and perform the Finance Documents and the Underlying Documents to which it is a party, has taken all necessary corporate or other action (as the case may be) required to enable it to do so and will duly perform and observe the terms thereof; (c) this Loan Agreement, each other Finance Document and each Underlying Document constitutes or will, upon execution and delivery, constitute valid and legally binding obligations of the parties thereto enforceable by the parties thereto in accordance with its terms save for laws restricting creditors’ rights generally (except this representation is not given in respect of the obligations of the Lender hereunder or under any of the Finance Documents); (d) all consents, licences, approvals, registrations or authorizations of governmental authorities and agencies or declarations to creditors required: (i) to make this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents valid, enforceable and admissible in evidence; and (ii) to authorize or otherwise permit the execution and delivery of this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents and the performance by the parties thereto (except the Lender) of each of them have been obtained or made and are and will be in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them; (e) except as previously disclosed in writing to the Lender, no Security Party or any other member of the Group is in default under any agreement to which it is a party or by which it may be bound (actually or contingently) which default would be likely to have a material adverse effect on its business, assets or condition or its ability to perform its obligations under this Loan Agreement and such of the Finance Documents and the Underlying Documents to which it is a party and as at the date hereof, except as disclosed in writing to the Lender, no material litigation or administrative proceedings involving any Security Party or any other member of the Group of or before any board of arbitration, court or governmental authority or agency is proceeding, pending or (to its knowledge) threatened anywhere in the world the result of which would have or is likely to have a material adverse effect on the business, assets or financial condition of such Security Party or other member of the Group and, in the event that any such litigation or proceedings shall hereafter arise, the Borrowers hereby undertake to give prompt notice thereof to the Lender; (f) no Security Party is required by the laws of any country from which it may make any payment hereunder or under any of the Finance Documents or any of the Underlying Documents to make any deduction or withholding from any such payment; (g) the execution, delivery and performance of this Loan Agreement and such of the Finance Documents and the Underlying Documents to which each Security Party is a party will not violate or exceed the powers conferred upon it under its articles of incorporation or by-laws or other constituting or corporate documents or any provision of any applicable law or of any regulation, order or decree to which it is subject or result howsoever in the creation or imposition of any Encumbrance on all or part of its undertaking or assets; (h) the obligations of each Borrower under this Loan Agreement are its direct, general unconditional obligations and rank at least pari passu with all its present and future unsecured and unsubordinated obligations (including contingent obligations) with the exception of such obligations as are mandatorily preferred by law and not by contract; (i) all information furnished by or on behalf of each Borrower or any other Security Party in writing in connection with the negotiation and preparation of this Loan Agreement, the other Finance Documents and the Underlying Documents is true and accurate in all respects and not misleading and does not omit any facts and there are no other facts the omission of which would make any such information misleading; (j) no Security Party has neither any taxable income nor an office or place of business in the United Kingdom or in the United States of America which generates tax or consequently renders any of the Finance Documents registrable in any register in the United Kingdom or in the United States of America whatsoever; (k) the entry by the Borrowers into this Loan Agreement and their borrowing of the Loan hereunder and the execution of the Corporate Guarantee by the Corporate Guarantor do not breach section 4.10 or any other provision of the Indenture; (l) the choice of English law to govern the Underlying Documents and the Security Documents (other than the Finance Document referred to in Clause 3(f)), and the choice of Greek law to govern the Finance Document referred to in Clause 3(f) and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of such Security Parties associated therewith, are valid and binding; (m) the latest audited and unaudited consolidated financial statements of the Corporate Guarantor in respect of the relevant financial year as delivered to the Lender and present or will present fairly and accurately the financial position of the Corporate Guarantor and the consolidated financial position of the Group as at the date thereof and the results of the operations of the Corporate Guarantor and the consolidated results of the operations of the Group for the financial year ended on such date and, as at such date, neither the Corporate Guarantor nor any of its Subsidiaries had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements; (n) no Security Party has incurred or agreed to incur any indebtedness save under the Indenture, this Agreement, the Long-term Bank Loan Agreement or as otherwise disclosed to the Lender in writing; and (o) the Corporate Guarantor and the other Security Parties have filed all tax and other fiscal returns required to be filed by any tax authority to which they are subject. 10.2 The Borrowers hereby further jointly and severally represent and warrant to the Lender that on each day until full and final repayment in full of all amounts whatsoever payable by the Borrowers to the Lender under this Loan Agreement the representations and warranties contained in Clause 7.1 (updated mutatis mutandis to each such date) shall be true and correct as if made at that time. 10.3 The Borrowers hereby jointly and severally covenant with and undertake to the Lender that, throughout the Security Period, each Borrower will: (a) carry on and conduct its business in a proper and efficient manner, will duly pay all outgoings as and when they fall due and promptly inform the Lender of any occurrence of which it becomes aware which might adversely affect the ability of any party thereto (with the exception of the Lender) to perform any of its obligations under the Finance Documents or under the Underlying Documents; (b) make available to the Lender, at the Lender’s request from time to time such information as it has or is able to obtain as to the business, affairs and financial condition of the Security Parties and the other members of the Group and in the case of the Builder and the Refund Guarantor such information as it has or is reasonably able to obtain, as the Lender may consider necessary; (c) ensure that at all times all governmental and other consents, licences, approvals and authorisations required by law for the validity, enforceability, and legality of each of this Loan Agreement and the Finance Documents and for the performance thereof are obtained and remain in full force and are complied with; (d) provide the Lender with a report on the progress of the construction of each Ship upon the Lender’s request; (e) ensure that the Security Parties shall at all times comply with all laws and regulations applicable to them; (f) provide to the Lender (i) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on SEC Form 6-K (or any successor form) in respect of the Corporate Guarantor containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (i) within 150 days after the end of each fiscal year of the Corporate Guarantor, an annual report on SEC Form 20-F (or any successor form) in respect of the Corporate Guarantor containing the information required to be contained therein for such fiscal year; (ii) at or prior to such times as would be required to be filed or furnished to the SEC if the Corporate Guarantor was then a ‘‘foreign private issuer’’ subject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information the Corporate Guarantor would have been required to file pursuant thereto; and (iii) a copy of all such information and reports referred to in clauses (1) to (3) (inclusive) of Section 4.17(a) of the Indenture within the time periods specified therein (unless the SEC shall not accept such a filing) and, upon the Lender’s request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act Provided that, in relation to (i), (ii) and (iii) above, to the extent the Corporate Guarantor ceases to qualify as a ‘‘foreign private issuer’’ within the meaning of the Exchange Act, whether or not the Corporate Guarantor is then subject to Section 13(a) or 15(d) of the Exchange Act, the Borrowers shall furnish to the Lender, so long as any Notes (as defined in the Indenture) are outstanding, within 30 days of the respective dates on which the Corporate Guarantor would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act; (g) deliver to the Lender Compliance Certificates: (i) on the Drawdown Date and on the earlier of (a) the date on which the quarterly reports are delivered under clause 10(3)(f) and (b) the date falling 75 days after the end of the financial quarter to which they refer, a Compliance Certificate together with such supporting information as the Lender may require; and (ii) simultaneously with delivering the same under the Indenture, a copy of the compliance certificate to be issued and delivered in accordance with Section 4.06 of the Indenture; (h) comply with all of the obligations undertaken by the Corporate Guarantor for itself and on behalf of each member of the Group under the Indenture which are set out in the Indenture Excerpt and the Borrowers further agree: (i) any terms defined in the Indenture shall have those meanings when used in the Indenture Excerpt; (ii) no waiver or variation of any term of the Indenture by any person shall waive or vary the Borrowers’ obligations hereunder to comply with the obligations in the Indenture Excerpt, except with the consent of the Lender; (iii) the Borrowers shall continue to be bound by their, or as the case may be, the Corporate Guarantor’s obligations as set out in the Indenture Excerpt following a Covenant Defeasance (as defined in the Indenture) or a Legal Defeasance (as defined in the Indenture) or other termination or cancellation of the Indenture; and (iv) the Borrowers will not, and will procure that the Corporate Guarantor will not, vary any term of the Indenture without the prior written consent of the Lender; and (i) ensure that on the Delivery Date of each Ship, all proceeds payable to the Borrower A and/or the Borrower B under the Long-term Bank Loan Agreement save for the proceeds required to be paid over to the Builder on such Delivery Date, shall be paid to the Lender and shall be applied towards mandatory prepayment of the Loan in accordance with Clause 4.2 Notwithstanding anything in this Agreement (i) any terms, transactions or events permitted by the Indenture Excerpt and (ii) save as otherwise expressly provided in this Agreement, any other terms or transactions or events permitted by the Indenture shall be deemed to be permitted by this Agreement. 10.4 Each Borrower hereby covenants with the Lender that, throughout the Security Period, it will not without the prior written consent of the Lender (which consent the Lender shall be at full liberty to withhold) otherwise than pursuant to the terms of this Loan Agreement and the other Finance Documents), as appropriate: (a) mortgage, assign, charge or create or permit to subsist any lien (other than liens arising in the ordinary course of business) on the whole or part of any of its present or future assets (including but without limitation, any Contract or Ship and any other property (real or personal), rights (including but without limitation rights under any Underlying Document), receivables, book debts, bank accounts or choses-in-action); (b) except as permitted hereunder or disclosed to and agreed by the Lender, borrow any sums of money; (c) make loans or advances to others or incur any liability to any party other than to the Lender except for loans which are immaterial in the Lender’s opinion or advances made or liabilities incurred in the ordinary course of business; (d) guarantee, endorse or otherwise become or remain liable to a third party for the obligations of any person, firm or corporation; (e) after the date hereof, incur howsoever directly or indirectly any expenditure of a capital nature; (f) engage in any business wider or different from that now being conducted by it or make any actual or contingent commitment or investment of any kind; (g) save as otherwise disclosed hereunder repay any indebtedness incurred by it except to the Lender and/or the Long-term Bank Lender; (h) pay any dividend or other distributions whatsoever to its shareholders; (i) consolidate with or merge into any other company; (j) save as otherwise disclosed hereunder establish or maintain any bank accounts except with the Lender; (k) vary any of the terms of any of the Finance Documents; and (l) vary any of the terms or cancel or rescind or terminate any of the Underlying Documents;

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 10.1 The Borrowers 7.1. Each of the Parties hereby jointly represents, warrants and severally represent and warrant undertakes to the Lender thatother Parties that the warranties set forth herein below and representations and warranties set forth elsewhere in this Agreement are true, correct, complete and accurate as on the Execution Date and shall be true correct, complete and accurate on and as of the Closing Date and further acknowledges that the Parties are entering into this Agreement relying on the Warranties: (a) each of it has the Security Parties is and will remain duly incorporated and validly existing under its country of incorporation as a limited liability company and/or corporation, has full power and capacity to carry on its business as it is now being conducted and to own its property and other assets and has complied with all statutory and other requirements relative to its business; (b) to the extent of its obligations thereunder, each Security Party has and will continue to have full power and authority to enter into into, execute and deliver this Agreement and to perform the Finance Documents its obligations and the Underlying Documents to which transactions contemplated hereby; (b) it is a party, has taken all necessary corporate duly incorporated or other action (as organized and is validly existing under the case may be) required to enable it to do so and will duly perform and observe Laws of the terms thereofjurisdiction of its incorporation or organization; (c) this Loan Agreement, each other Finance Document and each Underlying Document constitutes or will, upon execution and delivery, constitute valid and legally binding obligations of the parties thereto enforceable by the parties thereto in accordance with its terms save for laws restricting creditors’ rights generally (except this representation is not given in respect of the obligations of the Lender hereunder or under any of the Finance Documents); (d) all consents, licences, approvals, registrations or authorizations of governmental authorities and agencies or declarations to creditors required: (i) to make this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents valid, enforceable and admissible in evidence; and (ii) to authorize or otherwise permit the execution and delivery of this Loan Agreement, each Agreement and the consummation of the other Finance Documents and each of the Underlying Documents transactions contemplated hereby, have been duly authorized and the performance compliance by it with the parties thereto (except the Lender) of each of them have been obtained or made terms and are provisions hereof do not and will not: i. contravene any provision of any Law, statute, rule or regulation or any order, writ, injunction or decree of any court or Governmental Authority to which the Party is subject; ii. contravene any order or judgment of any court or authority, statutory or regulatory body which has the effect of making unlawful or otherwise prohibiting the transaction contemplated herein; iii. conflict with or be inconsistent with or result in full force and effect and there has been no default in the observance any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under the terms or conditions of any of themagreement, contract or instrument to which the it is a party or to which it may be subject; (e) except as previously disclosed in writing iv. violate any provision of any applicable constitutional and incorporation documents; or v. require to the Lenderobtain any Consent pursuant to any instrument, no Security Party contract or any other member of the Group is in default under any agreement to which it such Party is a party or by which it may be bound (actually is bound, other than any such Consents, that have already duly been obtained or contingently) which default would be likely to have a material adverse effect on its business, assets or condition or its ability to perform its obligations under this Loan Agreement and such of the Finance Documents and the Underlying Documents to which it is a party and as at the date hereofmade, except as disclosed specified in writing to the Lender, no material litigation or administrative proceedings involving any Security Party or any other member of the Group of or before any board of arbitration, court or governmental authority or agency is proceeding, pending or (to its knowledge) threatened anywhere in the world the result of which would have or is likely to have a material adverse effect on the business, assets or financial condition of such Security Party or other member of the Group and, in the event that any such litigation or proceedings shall hereafter arise, the Borrowers hereby undertake to give prompt notice thereof to the Lender; (f) no Security Party is required by the laws of any country from which it may make any payment hereunder or under any of the Finance Documents or any of the Underlying Documents to make any deduction or withholding from any such payment; (g) the execution, delivery and performance of this Loan Agreement and such of the Finance Documents and the Underlying Documents to which each Security Party is a party will not violate or exceed the powers conferred upon it under its articles of incorporation or by-laws or other constituting or corporate documents or any provision of any applicable law or of any regulation, order or decree to which it is subject or result howsoever in the creation or imposition of any Encumbrance on all or part of its undertaking or assets; (h) the obligations of each Borrower under this Loan Agreement are its direct, general unconditional obligations and rank at least pari passu with all its present and future unsecured and unsubordinated obligations (including contingent obligations) with the exception of such obligations as are mandatorily preferred by law and not by contract; (i) all information furnished by or on behalf of each Borrower or any other Security Party in writing in connection with the negotiation and preparation of this Loan Agreement, the other Finance Documents and the Underlying Documents is true and accurate in all respects and not misleading and does not omit any facts and there are no other facts the omission of which would make any such information misleading; (j) no Security Party has neither any taxable income nor an office or place of business in the United Kingdom or in the United States of America which generates tax or consequently renders any of the Finance Documents registrable in any register in the United Kingdom or in the United States of America whatsoever; (k) the entry by the Borrowers into this Loan Agreement and their borrowing of the Loan hereunder and the execution of the Corporate Guarantee by the Corporate Guarantor do not breach section 4.10 or any other provision of the Indenture; (l) the choice of English law to govern the Underlying Documents and the Security Documents (other than the Finance Document referred to in Clause 3(f)), and the choice of Greek law to govern the Finance Document referred to in Clause 3(f) and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of such Security Parties associated therewith, are valid and binding; (m) the latest audited and unaudited consolidated financial statements of the Corporate Guarantor in respect of the relevant financial year as delivered to the Lender and present or will present fairly and accurately the financial position of the Corporate Guarantor and the consolidated financial position of the Group as at the date thereof and the results of the operations of the Corporate Guarantor and the consolidated results of the operations of the Group for the financial year ended on such date and, as at such date, neither the Corporate Guarantor nor any of its Subsidiaries had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements; (n) no Security Party has incurred or agreed to incur any indebtedness save under the Indenture, this Agreement, the Long-term Bank Loan Agreement or as otherwise disclosed to the Lender in writing; and (o) the Corporate Guarantor and the other Security Parties have filed all tax and other fiscal returns required to be filed by any tax authority to which they are subject. 10.2 The Borrowers hereby further jointly and severally represent and warrant to the Lender that on each day until full and final repayment in full of all amounts whatsoever payable by the Borrowers to the Lender under this Loan Agreement the representations and warranties contained in Clause 7.1 (updated mutatis mutandis to each such date) shall be true and correct as if made at that time. 10.3 The Borrowers hereby jointly and severally covenant with and undertake to the Lender that, throughout the Security Period, each Borrower will: (a) carry on and conduct its business in a proper and efficient manner, will duly pay all outgoings as and when they fall due and promptly inform the Lender of any occurrence of which it becomes aware which might adversely affect the ability of any party thereto (with the exception of the Lender) to perform any of its obligations under the Finance Documents or under the Underlying Documents; (b) make available to the Lender, at the Lender’s request from time to time such information as it has or is able to obtain as to the business, affairs and financial condition of the Security Parties and the other members of the Group and in the case of the Builder and the Refund Guarantor such information as it has or is reasonably able to obtain, as the Lender may consider necessary; (c) ensure that at all times all governmental and other consents, licences, approvals and authorisations required by law for the validity, enforceability, and legality of each of this Loan Agreement and the Finance Documents and for the performance thereof are obtained and remain in full force and are complied with; (d) provide there are no orders or judgment of any court or authority, statutory or regulatory body which have the Lender with a report on effect of making unlawful or otherwise prohibiting the progress of the construction of each Ship upon the Lender’s requesttransactions contemplated herein; (e) ensure that the Security Parties shall at all times comply with all laws this Agreement constitutes a valid and regulations applicable to them; (f) provide to the Lender (i) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on SEC Form 6-K (or any successor form) in respect of the Corporate Guarantor containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (i) within 150 days after the end of each fiscal year of the Corporate Guarantor, an annual report on SEC Form 20-F (or any successor form) in respect of the Corporate Guarantor containing the information required to be contained therein for such fiscal year; (ii) at or prior to such times as would be required to be filed or furnished to the SEC if the Corporate Guarantor was then a ‘‘foreign private issuer’’ subject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information the Corporate Guarantor would have been required to file pursuant thereto; and (iii) a copy of all such information and reports referred to in clauses (1) to (3) (inclusive) of Section 4.17(a) of the Indenture within the time periods specified therein (unless the SEC shall not accept such a filing) and, upon the Lender’s request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act Provided that, in relation to (i), (ii) and (iii) above, to the extent the Corporate Guarantor ceases to qualify as a ‘‘foreign private issuer’’ within the meaning of the Exchange Act, whether or not the Corporate Guarantor is then subject to Section 13(a) or 15(d) of the Exchange Act, the Borrowers shall furnish to the Lender, so long as any Notes (as defined in the Indenture) are outstanding, within 30 days of the respective dates on which the Corporate Guarantor would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act; (g) deliver to the Lender Compliance Certificates: (i) binding obligation on the Drawdown Date and on the earlier of (a) the date on which the quarterly reports are delivered under clause 10(3)(f) and (b) the date falling 75 days after the end of the financial quarter to which they referParty, a Compliance Certificate together with such supporting information as the Lender may require; and (ii) simultaneously with delivering the same under the Indenture, a copy of the compliance certificate to be issued and delivered enforceable against it in accordance with Section 4.06 its terms. 7.2. The Seller hereby represents, warrants and undertakes to the Purchaser that the Seller Warranties set forth in Part A of SCHEDULE 2 of this Agreement are true, correct, complete and accurate as on the Closing Date and further acknowledges that the Purchaser is entering into this Agreement relying on the Seller Warranties. 7.3. The Purchaser hereby represents, warrants and undertakes to the Seller that the Purchaser Warranties set forth in Part B of SCHEDULE 2 of this Agreement are true, correct, complete and accurate as on the Closing Date and further acknowledges that the Purchaser is entering into this Agreement relying on the Purchaser Warranties. 7.4. Each of the Indenture; Parties shall give the other Parties prompt notice in writing of any event, condition or circumstance (hwhether existing on or before the Execution Date or arising thereafter) comply with all that would cause any of their respective Warranties to become untrue or incorrect or incomplete or inaccurate or misleading in any respect, that would constitute a violation or breach of any of the obligations undertaken by Warranties as of any date from the Corporate Guarantor for itself Execution Date or that would constitute a violation or breach of any terms and on behalf of each member conditions contained in this Agreement. This requirement shall not prejudice the right of the Group under the Indenture which are set out in the Indenture Excerpt and the Borrowers further agree: (i) any terms defined in the Indenture shall have those meanings when used in the Indenture Excerpt; (ii) no waiver or variation of any term Parties to terminate this Agreement pursuant to a breach of the Indenture by terms of SCHEDULE 2 or to seek indemnity for any person shall waive or vary the Borrowers’ obligations hereunder to comply with the obligations in the Indenture Excerpt, except with the consent breach of the Lender;Warranties. Each Party undertakes to Notify the other Parties promptly after becoming aware of such event, in any event no later than 10 (ten) days after becoming aware of such event. (iii) 7.5. Each of the Borrowers Warranties shall continue to be bound by theirconstrued as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by inference from the Corporate Guarantor’s obligations terms of any other representation or warranty or by any other term of this Agreement. 7.6. Except as expressly stated, no representation made by the Parties shall be deemed to qualify any other representation made by them. 7.7. The Company hereby agrees and acknowledges that the Seller shall not have any obligation to provide representations, warranties and indemnities in relation to the Business of the Company, save and except as set out in the Indenture Excerpt following a Covenant Defeasance (as defined in the Indenture) or a Legal Defeasance (as defined in the Indenture) or other termination or cancellation of the Indenture; and (iv) the Borrowers will not, and will procure that the Corporate Guarantor will not, vary any term of the Indenture without the prior written consent of the Lender; and (i) ensure that on the Delivery Date of each Ship, all proceeds payable to the Borrower PART A and/or the Borrower B under the Long-term Bank Loan Agreement save for the proceeds required to be paid over to the Builder on such Delivery Date, shall be paid to the Lender and shall be applied towards mandatory prepayment of the Loan in accordance with Clause 4.2 Notwithstanding anything in this Agreement (i) any terms, transactions or events permitted by the Indenture Excerpt and (ii) save as otherwise expressly provided in this Agreement, any other terms or transactions or events permitted by the Indenture shall be deemed to be permitted by this AgreementOF SCHEDULE 2. 10.4 Each Borrower hereby covenants with the Lender that, throughout the Security Period, it will not without the prior written consent of the Lender (which consent the Lender shall be at full liberty to withhold) otherwise than pursuant to the terms of this Loan Agreement and the other Finance Documents), as appropriate: (a) mortgage, assign, charge or create or permit to subsist any lien (other than liens arising in the ordinary course of business) on the whole or part of any of its present or future assets (including but without limitation, any Contract or Ship and any other property (real or personal), rights (including but without limitation rights under any Underlying Document), receivables, book debts, bank accounts or choses-in-action); (b) except as permitted hereunder or disclosed to and agreed by the Lender, borrow any sums of money; (c) make loans or advances to others or incur any liability to any party other than to the Lender except for loans which are immaterial in the Lender’s opinion or advances made or liabilities incurred in the ordinary course of business; (d) guarantee, endorse or otherwise become or remain liable to a third party for the obligations of any person, firm or corporation; (e) after the date hereof, incur howsoever directly or indirectly any expenditure of a capital nature; (f) engage in any business wider or different from that now being conducted by it or make any actual or contingent commitment or investment of any kind; (g) save as otherwise disclosed hereunder repay any indebtedness incurred by it except to the Lender and/or the Long-term Bank Lender; (h) pay any dividend or other distributions whatsoever to its shareholders; (i) consolidate with or merge into any other company; (j) save as otherwise disclosed hereunder establish or maintain any bank accounts except with the Lender; (k) vary any of the terms of any of the Finance Documents; and (l) vary any of the terms or cancel or rescind or terminate any of the Underlying Documents;

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 10.1 The Borrowers Borrower hereby jointly represents and severally represent and warrant warrants to the Lender that: (a) each of the Security Parties is and will remain duly incorporated and validly existing under its country of incorporation as a limited liability company and/or corporation, has full power and capacity to carry on its business as it is now being conducted and to own its property and other assets and has complied with all statutory and other requirements relative to its business; (b) to the extent of its obligations thereunder, each Security Party has and will continue to have full power and authority to enter into and perform the Finance Documents and the Underlying Documents to which it is a party, has taken all necessary corporate or other action (as the case may be) required to enable it to do so and will duly perform and observe the terms thereof; (c) this Loan Agreement, each other Finance Document and each Underlying Document constitutes or will, upon execution and delivery, constitute valid and legally binding obligations of the parties thereto enforceable by the parties thereto in accordance with its terms save for laws restricting creditors’ rights generally (except this representation is not given in respect of the obligations of the Lender hereunder or under any of the other Finance Documents); (d) all consents, licences, approvals, registrations or authorizations of governmental authorities and agencies or declarations to creditors required: (i) to make this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents valid, enforceable and admissible in evidence; and (ii) to authorize or otherwise permit the execution and delivery of this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents and the performance by the parties thereto (except the Lender) of each of them have been obtained or made and are and will be in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them; (e) except as previously disclosed in writing to the Lender, no Security Party or any other member of the Group is in default under any agreement to which it is a party or by which it may be bound (actually or contingently) which default would be likely to have a material adverse effect on its business, assets or condition or its ability to perform its obligations under this Loan Agreement and such of the other Finance Documents and the Underlying Documents to which it is a party and as at the date hereof, except as disclosed in writing to the Lender, no material litigation or administrative proceedings involving any Security Party or any other member of the Group of or before any board of arbitration, court or governmental authority or agency is proceeding, pending or (to its knowledge) threatened anywhere in the world the result of which would have or is likely to have a material adverse effect on the business, assets or financial condition of such Security Party or other member of the Group and, in the event that any such litigation or proceedings shall hereafter arise, the Borrowers Borrower hereby undertake undertakes to give prompt notice thereof to the Lender; (f) no Security Party is required by the laws of any country from which it may make any payment hereunder or under any of the Finance Documents or any of the Underlying Documents to make any deduction or withholding from any such payment; (g) the execution, delivery and performance of this Loan Agreement and such of the Finance Documents and the Underlying Documents to which each Security Party is a party will not violate or exceed the powers conferred upon it under its articles of incorporation or by-laws or other constituting or corporate documents or any provision of any applicable law or of any regulation, order or decree to which it is subject or result howsoever in the creation or imposition of any Encumbrance on all or part of its undertaking or assets; (h) the obligations of each the Borrower under this Loan Agreement are its direct, general unconditional obligations and rank at least pari passu with all its present and future unsecured and unsubordinated obligations (including contingent obligations) with the exception of such obligations as are mandatorily preferred by law and not by contract; (i) all information furnished by or on behalf of each the Borrower or any other Security Party in writing in connection with the negotiation and preparation of this Loan Agreement, the other Finance Documents and the Underlying Documents is true and accurate in all respects and not misleading and does not omit any facts and there are no other facts the omission of which would make any such information misleading; (j) no Security Party has neither any taxable income nor an office or place of business in the United Kingdom or in the United States of America which generates tax or consequently renders any of the Finance Documents registrable in any register in the United Kingdom or in the United States of America whatsoever; (k) the entry by the Borrowers Borrower into this Loan Agreement and their its borrowing of the Loan hereunder and the execution of the Corporate Parent Guarantee by the Corporate Parent Guarantor do not breach section 4.10 or any other provision of the Indenture; (l) the choice of English law to govern the Underlying Documents and the Security Documents (other than the Finance Document referred to in Clause 3(f3(g)), and the choice of Greek law to govern the Finance Document referred to in Clause 3(f3(g) and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of such Security Parties associated therewith, are valid and binding; (m) the latest audited and unaudited consolidated financial statements of the Corporate Parent Guarantor in respect of the relevant financial year as delivered to the Lender and present or will present fairly and accurately the financial position of the Corporate Parent Guarantor and the consolidated financial position of the Group as at the date thereof and the results of the operations of the Corporate Parent Guarantor and the consolidated results of the operations of the Group for the financial year ended on such date and, as at such date, neither the Corporate Parent Guarantor nor any of its Subsidiaries had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements; (n) no Security Party has incurred or agreed to incur any indebtedness save under the Indenture, this Agreement, the Long-term Bank Loan Agreement or as otherwise disclosed to the Lender in writing; and (o) the Corporate Parent Guarantor and the other Security Parties have filed all tax and other fiscal returns required to be filed by any tax authority to which they are subject. 10.2 The Borrowers Borrower hereby further jointly represents and severally represent and warrant warrants to the Lender that on each day until full and final repayment in full of all amounts whatsoever payable by the Borrowers Borrower to the Lender under this Loan Agreement the representations and warranties contained in Clause 7.1 10.1 (updated mutatis mutandis to each such date) shall be true and correct as if made at that time. 10.3 The Borrowers Borrower hereby jointly and severally covenant covenants with and undertake undertakes to the Lender that, throughout the Security Period, the Borrower will and will ensure and procure that each Borrower relevant Owner and the Parent Guarantor will: (a) carry on and conduct its business in a proper and efficient manner, will duly pay all outgoings as and when they fall due and promptly inform the Lender of any occurrence of which it becomes aware which might adversely affect the ability of any party thereto (with the exception of the Lender) to perform any of its obligations under the Finance Documents or under the Underlying Documents; (b) make available to the Lender, at the Lender’s request from time to time such information as it has or is able to obtain as to the business, affairs and financial condition of the Security Parties and the other members of the Group and in the case of the a Builder and the a Refund Guarantor such information as it has or is reasonably able to obtain, as the Lender may consider necessary; (c) ensure that at all times all governmental and other consents, licences, approvals and authorisations required by law for the validity, enforceability, and legality of each of this Loan Agreement and the Finance Documents and for the performance thereof are obtained and remain in full force and are complied with; (d) provide the Lender with a report on the progress of the construction of each relevant Ship upon the Lender’s request; (e) ensure that the Security Parties shall at all times comply with all laws and regulations applicable to them; (f) provide to the Lender (i) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on SEC Form 6-K (or any successor form) in respect of the Corporate Parent Guarantor containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year); (i) within 150 days after the end of each fiscal year of the Corporate Parent Guarantor, an annual report on SEC Form 20-F (or any successor form) in respect of the Corporate Parent Guarantor containing the information required to be contained therein for such fiscal year; (ii) at or prior to such times as would be required to be filed or furnished to the SEC if the Corporate Parent Guarantor was then a ‘‘“foreign private issuer’’ ” subject to Section 13(a) or 15(d) of the Exchange Act, all such other reports and information the Corporate Parent Guarantor would have been required to file pursuant thereto; and (iii) a copy of all such information and reports referred to in clauses (1) to (3) (inclusive) of Section 4.17(a) of the Indenture within the time periods specified therein (unless the SEC shall not accept such a filing) and, upon the Lender’s request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act Provided that, in relation to (i), (ii) and (iii) above, to the extent the Corporate Parent Guarantor ceases to qualify as a ‘‘“foreign private issuer’’ ” within the meaning of the Exchange Act, whether or not the Corporate Parent Guarantor is then subject to Section 13(a) or 15(d) of the Exchange Act, the Borrowers Borrower shall furnish to the Lender, so long as any Notes (as defined in the Indenture) are outstanding, within 30 days of the respective dates on which the Corporate Parent Guarantor would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act; (g) deliver to the Lender Compliance Certificates: (i) on the Drawdown Date of the Advance first to occur and on the earlier of (a) the date on which the quarterly reports are delivered under clause 10(3)(f) and (b) the date falling 75 days after the end of the financial quarter to which they refer, a Compliance Certificate together with such supporting information as the Lender may require; and (ii) simultaneously with delivering the same under the Indenture, a copy of the compliance certificate to be issued and delivered in accordance with Section 4.06 of the Indenture; (h) comply ensure compliance with all of the obligations undertaken by the Corporate Parent Guarantor for itself and on behalf of each member of the Group under the Indenture which are set out in the Indenture Excerpt and the Borrowers Borrower further agreeagrees: (i) any terms defined in the Indenture shall have those meanings when used in the Indenture Excerpt; (ii) no waiver or variation of any term of the Indenture by any person shall waive or vary the Borrowers’ Borrower’s obligations hereunder to comply with the obligations in the Indenture Excerpt, except with the consent of the Lender; (iii) the Borrowers Borrower shall continue to be bound by theirits, or as the case may be, the Corporate Parent Guarantor’s obligations as set out in the Indenture Excerpt following a Covenant Defeasance (as defined in the Indenture) or a Legal Defeasance (as defined in the Indenture) or other termination or cancellation of the Indenture; and (iv) the Borrowers Borrower will not, and will procure that the Corporate Parent Guarantor will not, vary any term of the Indenture without the prior written consent of the Lender; and (i) ensure that that, subject to the other provisions of this Agreement, on the Delivery Date of each Ship (other than the Existing Ship, each Additional Ship financed pursuant to Tranche B or any Substitute Ship which substitutes the Existing Ship or such Additional Ship) all proceeds payable to the Borrower A and/or relevant Owner in accordance with the Borrower B under provisions of the Long-term Bank Loan Agreement relevant Post Delivery Documents, save for the proceeds required to be paid over to the relevant Builder on such Delivery Date, shall at the Lender’s sole and absolute discretion either (a) be paid to the Lender and shall be applied towards mandatory prepayment of the Loan in accordance with Clause 4.2 4.4 or (b) be paid to the credit of the Borrower’s Pledged Account and remain so credited until the relevant conditions precedent set out in Clauses 2.6-2.8 have been satisfied. Notwithstanding anything in this Loan Agreement (i) any terms, transactions or events permitted by the Indenture Excerpt and (ii) save as otherwise expressly provided in this Agreement, any other terms or transactions or events permitted by the Indenture shall be deemed to be permitted by this Agreement. 10.4 Each The Borrower hereby covenants with the Lender that, throughout the Security Period, it will not or (where appropriate) shall ensure and procure that each relevant Owner will not, without the prior written consent of the Lender (which consent the Lender shall be at full liberty to withhold) otherwise than pursuant to the terms of this Loan Agreement and the other Finance Documents), as appropriate: (a) no Owner shall mortgage, assign, charge or create or permit to subsist any lien (other than liens arising in the ordinary course of business) on the whole or part of any of its present or future assets (including but without limitation, any Contract or Ship and any other property (real or personal), rights (including but without limitation rights under any Underlying Document), receivables, book debts, bank accounts or choses-in-action); (b) except as permitted hereunder or disclosed to and agreed by the Lender, borrow any sums of money; (c) make loans or advances to others or incur any liability to any party other than to the Lender except for loans which are immaterial in the Lender’s opinion or advances made or liabilities incurred in the ordinary course of business; (d) no Owner shall guarantee, endorse or otherwise become or remain liable to a third party for the obligations of any person, firm or corporation, save for the Indenture ; (e) after the date hereof, incur howsoever directly or indirectly any expenditure of a capital nature, except in the ordinary course of its business; (f) engage in any business wider or different from that now being conducted by it or make any actual or contingent commitment or investment of any kind; (g) save as otherwise disclosed hereunder repay any indebtedness incurred by it except to the Lender and/or the Long-term Bank Lender; (h) pay any dividend or other distributions whatsoever to its shareholders; (i) consolidate with or merge into any other company; (j) no Owner save as otherwise disclosed hereunder establish or maintain any bank accounts in the name of any Owner or otherwise relating to any Ship or the proceeds of the Loan except with the Lender; (k) vary any of the terms of any of the Finance Documents; and (l) vary any of the terms or cancel or rescind or terminate any of the Underlying Documents;

REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS. 10.1 The Borrowers hereby jointly 8.1 Each of the Parties represents and severally represent and warrant warrants to the Lender that: (a) each other, as of the Security Parties is date hereof and will remain duly incorporated and validly existing under its country as of incorporation as a limited liability company and/or corporationthe Settlement Date, that it has full power under its constitutive documents and capacity applicable law, and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to carry on its business as permit it is now being conducted and to own its property and other assets and has complied with all statutory and other requirements relative to its business; (b) to the extent of its obligations thereunder, each Security Party has and will continue to have full power and authority to enter into and perform the Finance Documents this Agreement; and the Underlying Documents to which this Agreement has been duly authorized, executed and delivered by it and is a party, has taken all necessary corporate or other action (as the case may be) required to enable it to do so and will duly perform and observe the terms thereof; (c) this Loan Agreement, each other Finance Document and each Underlying Document constitutes or will, upon execution and delivery, constitute valid and legally binding obligations agreement of the parties thereto it enforceable by the parties thereto in accordance with its terms save for laws restricting creditors’ rights generally (except this representation is not given in respect terms. 8.2 Each of the obligations Parties represents and warrants to the other, as of the Lender hereunder or under any date hereof and as of the Finance Documents); (d) Settlement Date, that with respect to Buyer the purchase, and with respect to Seller the sale and delivery, of the Own Shares and the compliance by it with all consentsof the provisions of this Agreement, licencesas well as the consummation of the transactions herein contemplated, approvalswill not conflict with, registrations result in a breach or authorizations violation of governmental authorities and agencies or declarations to creditors requiredconstitute a default under: (i) to make this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents valid, enforceable and admissible in evidence; and (ii) to authorize or otherwise permit the execution and delivery of this Loan Agreement, each of the other Finance Documents and each of the Underlying Documents and the performance by the parties thereto (except the Lender) of each of them have been obtained or made and are and will be in full force and effect and there has been no default in the observance of any 8.2.1 Any of the terms or conditions provisions of any of them; (e) except as previously disclosed in writing to the Lender, no Security Party agreement or any other member of the Group is in default under any agreement instrument to which it is a party or by which it may be is bound (actually or contingently) to which default would be likely to have a material adverse effect on any of its businessproperty or assets is subject, assets except for any such violation or condition or its ability to perform its obligations breach under this Loan Agreement and such of the Finance Documents and the Underlying Documents to which it is a party and as at the date hereof, except as disclosed in writing to the Lender, no material litigation or administrative proceedings involving any Security Party or any other member of the Group of or before any board of arbitration, court or governmental authority or agency is proceeding, pending or (to its knowledge) threatened anywhere in the world the result of which Clause 8.2.1 that would have or is likely to not have a material adverse effect on the business, assets or financial condition ability of such Security Party to consummate, or other member would not otherwise materially adversely affect, the transactions contemplated hereby; or 8.2.2 Any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets. However, no representation or warranty is made in respect of any telecom licenses being terminated as a result of Seller’s sale of the Group andABO Shares and the Own Shares. 8.3 Buyer represents and warrants to, in and agrees with, Seller and Ameritech Corp. that: 8.3.1 None of Buyer, any subsidiary of Buyer or any person acting on its or their behalf has made, or will make, any bids or purchases for the event that any such litigation purpose of creating actual or proceedings shall hereafter ariseapparent active trading in, or of raising the price of, the Borrowers hereby undertake ABO Shares or the Own Shares or any right to give prompt notice thereof purchase the ABO Shares or the Own Shares or securities convertible into or exchangeable or exercisable for ABO Shares or Own Shares that is designed to or that has constituted, or that might reasonably be expected to cause or result in, manipulation of the price of the ABO Shares or the Own Shares in order to facilitate the sale or re-sale of the ABO Shares or the Own Shares; and 8.3.2 None of Buyer, any subsidiary of Buyer or any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” with respect to the Lender;ABO Shares or the Own Shares, as defined in Regulation S under the Securities Act, or in any general solicitation or general advertising with respect to the ABO Shares or the Own Shares, as defined in Regulation D under the Securities Act. (f) no Security Party is required by the laws of any country from which it may make any payment hereunder or under any 8.4 Seller represents and warrants to Buyer as of the Finance Documents or any date hereof and as of the Underlying Documents to make any deduction or withholding from any such payment; (g) Settlement Date that the executionABO, delivery including pricing and performance of this Loan Agreement and such of the Finance Documents and the Underlying Documents to which each Security Party is a party will not violate or exceed the powers conferred upon it under its articles of incorporation or by-laws or other constituting or corporate documents or any provision of any applicable law or of any regulationAllocation, order or decree to which it is subject or result howsoever in the creation or imposition of any Encumbrance on all or part of its undertaking or assets; (h) the obligations of each Borrower under this Loan Agreement are its direct, general unconditional obligations and rank at least pari passu with all its present and future unsecured and unsubordinated obligations (including contingent obligations) with the exception of such obligations as are mandatorily preferred by law and not by contract; (i) all information furnished by or on behalf of each Borrower or any other Security Party in writing performed in connection with the negotiation sale of the ABO Shares, has been carried out and preparation will be executed in accordance with generally accepted market practises, and that the Allocation of this Loan Agreement, the other Finance Documents and ABO Shares made in connection with the Underlying Documents is true and accurate sale of the ABO Shares will be executed in all material respects and not misleading and does not omit any facts and there are no other facts the omission of which would make any such information misleading; (j) no Security Party has neither any taxable income nor an office or place of business in the United Kingdom or in the United States of America which generates tax or consequently renders any of the Finance Documents registrable in any register in the United Kingdom or in the United States of America whatsoever; (k) the entry as presented by the Borrowers into this Loan Agreement Banks to Buyer and their borrowing of the Loan hereunder and the execution of the Corporate Guarantee by the Corporate Guarantor do not breach section 4.10 or any other provision of the Indenture; (l) the choice of English law to govern the Underlying Documents and the Security Documents (other than the Finance Document referred to in Clause 3(f)), and the choice of Greek law to govern the Finance Document referred to in Clause 3(f) and the submissions by the Security Parties to the jurisdiction of the English courts and the obligations of such Security Parties associated therewith, are valid and binding; (m) the latest audited and unaudited consolidated financial statements of the Corporate Guarantor in respect of the relevant financial year as delivered to the Lender and present or will present fairly and accurately the financial position of the Corporate Guarantor and the consolidated financial position of the Group as at the date thereof and the results of the operations of the Corporate Guarantor and the consolidated results of the operations of the Group for the financial year ended on such date and, as at such date, neither the Corporate Guarantor nor any of its Subsidiaries had any significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements; (n) no Security Party has incurred or agreed to incur any indebtedness save under the Indenture, this Agreement, the Long-term Bank Loan Agreement or as otherwise disclosed to the Lender in writing; and (o) the Corporate Guarantor and the other Security Parties have filed all tax and other fiscal returns required to be filed by any tax authority to which they are subject. 10.2 The Borrowers hereby further jointly and severally represent and warrant to the Lender that on each day until full and final repayment in full of all amounts whatsoever payable by the Borrowers to the Lender under this Loan Agreement the representations and warranties contained in Clause 7.1 (updated mutatis mutandis to each such date) shall be true and correct as if made at that time. 10.3 The Borrowers hereby jointly and severally covenant with and undertake to the Lender that, throughout the Security Period, each Borrower will: (a) carry on and conduct its business in a proper and efficient manner, will duly pay all outgoings as and when they fall due and promptly inform the Lender of any occurrence of which it becomes aware which might adversely affect the ability of any party thereto (with the exception of the Lender) to perform any of its obligations under the Finance Documents or under the Underlying Documents; (b) make available to the Lender, at the Lender’s request from time to time such information as it has or is able to obtain as to the business, affairs and financial condition of the Security Parties and the other members of the Group and in the case of the Builder and the Refund Guarantor such information as it has or is reasonably able to obtain, as the Lender may consider necessary; (c) ensure that at all times all governmental and other consents, licences, approvals and authorisations required by law for the validity, enforceability, and legality of each of this Loan Agreement and the Finance Documents and for the performance thereof are obtained and remain in full force and are complied with; (d) provide the Lender with a report on the progress of the construction of each Ship upon the Lender’s request; (e) ensure that the Security Parties shall at all times comply with all laws and regulations applicable to them; (f) provide to the Lender (i) within 75 days after the end of each of the first three fiscal quarters in each fiscal year, quarterly reports on SEC Form 6-K (or any successor form) in respect of the Corporate Guarantor containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations (or equivalent disclosure) for and Seller as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year);date hereof. (i) within 150 days after the end of each fiscal year of the Corporate Guarantor, an annual report on SEC Form 20-F (or any successor form) in respect of the Corporate Guarantor containing the information required to be contained therein for such fiscal year; (ii) at or prior to such times as would be required to be filed or furnished 8.5 Each Party represents and warrants to the SEC if the Corporate Guarantor was then a ‘‘foreign private issuer’’ subject to Section 13(aother Party that it does not have any inside information (in Danish: “intern viden”) or 15(d) of the Exchange Act, all such other reports and information the Corporate Guarantor would have been required to file pursuant thereto; and (iii) a copy of all such information and reports referred to in clauses (1) to (3) (inclusive) of Section 4.17(a) of the Indenture within the time periods specified therein (unless the SEC shall not accept such a filing) and, upon the Lender’s request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act Provided that, in relation to (i), (ii) and (iii) above, to the extent the Corporate Guarantor ceases to qualify as a ‘‘foreign private issuer’’ within the meaning of the Exchange Act, whether or not the Corporate Guarantor is then subject to Section 13(a) or 15(d) 34 of the Exchange ActSecurities Trading Act in relation to Buyer, the Borrowers shall furnish Shares or the market conditions relating to the LenderShares. 8.6 Jxxxxxxx Xxxx, so long Lxxxx Xxxxx and Rxxx Xxxxx have announced that they will resign as any Notes board members of Buyer immediately upon Settlement taking place, Jxxxx Xxxxxxxx and Lxxxx Xxxxxx have announced that they will resign as board members of Buyer with effect not later than at the extraordinary general meeting that Buyer’s board of directors contemplates to convene as promptly as practicable following the Settlement having taken place (as defined in the Indenture) are outstanding, within 30 days of the respective dates on which the Corporate Guarantor would be required to file such documents with the SEC if it was required to file such documents under the Exchange Act, all reports and other information that would be required extraordinary general meeting is expected to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act; (g) deliver to the Lender Compliance Certificates: (i) on the Drawdown Date held not later than August 31, 2004), and on the earlier of (a) the date on which the quarterly reports are delivered under clause 10(3)(f) and (b) the date falling 75 days after the end of the financial quarter to which they refer, a Compliance Certificate together with such supporting information J. Kxxxxxx Xxxxx has announced that he will resign as the Lender may require; and (ii) simultaneously with delivering the same under the Indenture, a copy of the compliance certificate to be issued and delivered in accordance with Section 4.06 of the Indenture; (h) comply with all of the obligations undertaken by the Corporate Guarantor for itself and on behalf of each member of the Group under Executive Committee of Buyer and as member of the Indenture which are set out in the Indenture Excerpt and the Borrowers further agree: (i) any terms defined in the Indenture shall have those meanings when used in the Indenture Excerpt; (ii) no waiver or variation board of directors of any term of the Indenture by any person shall waive or vary the Borrowers’ obligations hereunder Buyer subsidiary immediately upon Settlement taking place. Both Parties undertakes to comply with the obligations in the Indenture Excerpt, except with the consent of the Lender; (iii) the Borrowers shall continue to be bound by their, or as the case may be, the Corporate Guarantor’s obligations as set out in the Indenture Excerpt following a Covenant Defeasance (as defined in the Indenture) or a Legal Defeasance (as defined in the Indenture) or other termination or cancellation of the Indenture; and (iv) the Borrowers will not, and will procure that the Corporate Guarantor will not, vary any term of the Indenture without the prior written consent of the Lender; and (i) ensure that on the Delivery Date of each Ship, all proceeds payable to the Borrower A and/or the Borrower B under the Long-term Bank Loan Agreement save for the proceeds required to be paid over to the Builder on such Delivery Date, shall be paid to the Lender resignations are carried out and shall be applied towards mandatory prepayment of the Loan in accordance with Clause 4.2 Notwithstanding anything in this Agreement (i) any terms, transactions or events permitted by the Indenture Excerpt and (ii) save as otherwise expressly provided in this Agreement, any other terms or transactions or events permitted by the Indenture shall be deemed to be permitted by this Agreementregistered. 10.4 Each Borrower hereby covenants with the Lender that, throughout the Security Period, it will not without the prior written consent of the Lender (which consent the Lender shall be at full liberty to withhold) otherwise than pursuant to the terms of this Loan Agreement and the other Finance Documents), as appropriate: (a) mortgage, assign, charge or create or permit to subsist any lien (other than liens arising in the ordinary course of business) on the whole or part of any of its present or future assets (including but without limitation, any Contract or Ship and any other property (real or personal), rights (including but without limitation rights under any Underlying Document), receivables, book debts, bank accounts or choses-in-action); (b) except as permitted hereunder or disclosed to and agreed by the Lender, borrow any sums of money; (c) make loans or advances to others or incur any liability to any party other than to the Lender except for loans which are immaterial in the Lender’s opinion or advances made or liabilities incurred in the ordinary course of business; (d) guarantee, endorse or otherwise become or remain liable to a third party for the obligations of any person, firm or corporation; (e) after the date hereof, incur howsoever directly or indirectly any expenditure of a capital nature; (f) engage in any business wider or different from that now being conducted by it or make any actual or contingent commitment or investment of any kind; (g) save as otherwise disclosed hereunder repay any indebtedness incurred by it except to the Lender and/or the Long-term Bank Lender; (h) pay any dividend or other distributions whatsoever to its shareholders; (i) consolidate with or merge into any other company; (j) save as otherwise disclosed hereunder establish or maintain any bank accounts except with the Lender; (k) vary any of the terms of any of the Finance Documents; and (l) vary any of the terms or cancel or rescind or terminate any of the Underlying Documents;