Common use of Restrictions on chartering, appointment of managers etc Clause in Contracts

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant Guarantor shall: (a) let the Ship owned by it on demise charter for any period; (b) enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months; (c) enter into any charter in relation to its Ship under which more than 2 months’ hire (or the equivalent) is payable in advance; (d) charter its Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed; (e) appoint a manager of its Ship other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s appointment; (g) de-activate or lay up its Ship for more than 30 days; or (h) put its Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, unless the Agent (acting with authorisation of the Majority Lenders) has given prior approval in writing.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant each Guarantor shallshall not: (a) let the Ship owned by it on demise charter for any period; (b) other than by way of the relevant Charter, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 13 months; and other than by way of the relevant Sub Charter, (if applicable) permit the Ship owned by it to be sub-time chartered for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months; (c) enter into any charter in relation to its the Ship owned by it under which more than 2 months’ hire (or the equivalent) is payable in advance; (d) charter its the Ship owned by it otherwise than on bona fide arm’s length terms at the time when that Ship is fixed; (e) appoint a manager of its the Ship owned by it other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s appointment; (f) if the Approved Manager of a Ship is to be General Maritime Management LLC, procure that before its appointment it enters into a manager’s undertaking in favour of the Lender and in form and substance satisfactory to the Third Party Manager’s appointmentLender; (g) de-activate or lay up its the Ship for more than 30 daysowned by it; or (h) following the occurrence and during the continuance of a Potential Event of Default or an Event of Default (and without prejudice to the Lender’s rights under the other provisions of the Finance Documents) put its the Ship owned by it into the possession of any person for the purpose of work being done upon her unless that person has first given to the Lender and in terms satisfactory to it in an amount exceeding a written undertaking not to exercise any lien on that Ship or likely to exceed $500,000 (its Earnings for the cost of such work or the equivalent in for any other currency), which amount shall exclude dry-docking costs, unless the Agent (acting with authorisation of the Majority Lenders) has given prior approval in writingreason.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant Guarantor shallOwner shall in relation to the Ship owned by it: (a) let the Ship owned by it on demise charter for any period, without the Agent’s written consent, such consent not to be unreasonably withheld; (b) (other than pursuant to the Charterparty relative to its Ship), enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months; (c) enter into amend, vary or supplement the Charterparty relative to that Ship if as a result of such amendment, variation or supplement (whether alone or in combination with any charter in relation to its Ship under which previous amendments, variations or supplements) the duration of the Charterparty is reduced by more than 2 months’ hire (years, or the equivalent) charter hire is payable reduced by more than 5 per cent., from that specified in advancethe Charterparty; (d) charter its the Ship owned by it otherwise than on bona fide arm’s length terms at the time when that the Ship is fixed; (e) appoint (or permit the appointment of) a manager of its the Ship owned by it other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s appointment; (gf) de-activate or lay up its the Ship for more than 30 daysowned by it; or (hg) put its the Ship owned by it into the possession of any person for the purpose of work being done upon it her in an amount exceeding or likely to exceed $500,000 1,000,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, ) unless that person has first given to the Agent (acting with authorisation Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her Earnings or her Insurances for the cost of such work or otherwise or other arrangements satisfactory to the Majority Lenders) has given prior approval in writingSecurity Trustee are made to ensure that no such lien will be exercised.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant Guarantor None of the Borrowers shall: (a) let , in relation to the Ship owned by it on demise charter for any period;(and shall procure that no Collateral Owner shall, in relation to the Tasman Ship owned by it): (ba) in respect of any Tasman Ship A, enter into any time or consecutive voyage charter in respect of the any Tasman Ship owned by it A for a term which exceeds, or which by virtue of any optional extensions may exceedexceed 12 months (+/- 45 days) unless (i) Borrower A uses commercially reasonable efforts to ensure that such charter contains a “sales clause” entitling the Borrower owning that Tasman Ship A to sell its Tasman Ship A subject to the consent of the charterer, 12 monthssuch consent not to be unreasonably withheld and (ii) the last day of the charter period (including any optional extensions) does not fall after the final Maturity Date in respect of Tranche B; (b) let that Ship on demise charter for any period; (c) enter into any charter in relation to its that Ship under which more than 2 months’ hire (or the equivalent) is payable in advance; (d) charter its that Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed; (e) appoint a manager of its that Ship other than the entities advised to the Agent at the date of this Agreement as the Approved Manager Managers or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s Managers’ appointment; (gf) de-activate or lay up its Ship for more than 30 daysthat Ship; or (hg) put its that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, ) unless that person has first given to the Agent (acting with authorisation Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of the Majority Lenders) has given prior approval in writingsuch work or for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant each Guarantor shallshall not: (a) let the Ship owned by it on demise charter for any period; (b) other than by way of the relevant Charter, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 13 months; and other than by way of the relevant Sub Charter, (if applicable) permit the Ship owned by it to be sub-time chartered for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months; (c) enter into any charter in relation to its the Ship owned by it under which more than 2 months’ ' hire (or the equivalent) is payable in advance; (d) charter its the Ship owned by it otherwise than on bona fide arm’s 's length terms at the time when that Ship is fixed; (e) appoint a manager of its the Ship owned by it other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s 's appointment; (gf) de-activate or lay up its the Ship for more than 30 daysowned by it; or (hg) following the occurrence and during the continuance of a Potential Event of Default or an Event of Default (and without prejudice to the Lender's rights under the other provisions of the Finance Documents) put its the Ship owned by it into the possession of any person for the purpose of work being done upon her unless that person has first given to the Lender and in terms satisfactory to it in an amount exceeding a written undertaking not to exercise any lien on that Ship or likely to exceed $500,000 (its Earnings for the cost of such work or the equivalent in for any other currency), which amount shall exclude dry-docking costs, unless the Agent (acting with authorisation of the Majority Lenders) has given prior approval in writingreason.

Restrictions on chartering, appointment of managers etc. The No Borrower shall procure that no relevant Guarantor shall, in relation to a Ship: (a) (other than pursuant to a Related Party Charter) let the or allow any charterer to let that Ship owned by it on demise charter for any period; (b) (other than pursuant to a Related Party Charter) enter or allow any charterer to enter into any time or consecutive voyage charter in respect of the that Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 13 months; (c) enter or allow any charterer to enter into any charter in relation to its that Ship under which more than 2 months’ hire (or the equivalent) is payable in advance; (d) (other than pursuant to a Related Party Charter) charter its or allow any charterer to charter that Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed; (e) appoint or allow any charterer to appoint a manager of its that Ship other than the entities advised to the Agent at the date of this Agreement as the Approved Manager Managers or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s Managers’ appointment; (gf) de-activate or lay up its Ship for more than 30 daysor allow any charterer to de-activate or lay up that Ship; or (hg) put its or allow any charterer to put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, ) unless (i) that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason or (ii) the cost of the work to be done on that Ship is covered by insurances and the underwriters have agreed to make payment direct to the person who is to carry out the work or (iii) the Agent (acting with authorisation is otherwise satisfied that the amounts payable in respect of the Majority Lenders) has given prior approval in writingcost of the work will be paid on their relevant due date for payment.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant Guarantor shall: (a) let Neither Borrower shall, in relation to the Ship owned by it it: (i) let that Ship on demise charter for any period; (bii) enter into any time or consecutive voyage charter in respect of the that Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 monthsmonths other than Charters where the charterer is a member of and/or an Affiliate of the STI Group or entered into pursuant to an Approved Pooling Arrangement. The term of any Charter where the charterer is a member of and/or an Affiliate of the STI Group (except for any Charters entered into in connection with an Approved Pooling Arrangement) shall not extend (including, without limitation, by virtue of any optional extensions) beyond the Maturity Date without the Agent’s consent (acting on the instructions of the Majority Lenders, acting reasonably); (ciii) enter into any charter in relation to its that Ship under which more than 2 months’ ' hire (or the equivalent) is payable in advance; (div) charter its that Ship otherwise than on bona fide arm’s 's length terms at the time when that such Ship is fixed; (ev) appoint a manager of its that Ship other than the entities advised to the Agent at the date of this Agreement as the an Approved Ship Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any material alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Ship Manager’s and the Third Party Manager’s 's appointment; (gvi) de-activate appoint a classification society for that Ship other than an Approved Classification Society; (vii) de‑activate or lay up its Ship for more than 30 dayslayup that Ship; or (hviii) put its that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency)) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on such Ship or its Earnings for the cost of such work or for any other reason. (b) Each Borrower shall procure that, which amount in relation to the Ship owned by it, an Approved Technical Ship Manager shall exclude dryonly appoint a sub-docking costsmanager in relation to the technical management of that Ship provided that in the case of any such sub-management, unless the Agent (acting with authorisation Approved Technical Ship Manager shall continue to remain primarily liable vis-à-vis the relevant Borrower to perform the technical management responsibilities in relation to that Ship and, if so appointed as technical manager of that Ship, such sub-manager shall be appointed on substantially the same terms as the Approved Technical Ship Manager and once appointed as an Approved Sub-Manager, the relevant Borrower shall not and shall procure that the relevant Approved Technical Ship Manager shall not agree to any material alteration to the terms of the Majority Lenders) has given prior approval in writingrelevant Approved Sub-Manager's appointment.

Restrictions on chartering, appointment of managers etc. The No Borrower shall procure that no relevant Guarantor shall, in relation to a Ship: (a) (other than pursuant to a Related Party Charter) let the or allow any charterer to let that Ship owned by it on demise charter for any period; (b) (other than pursuant to a Related Party Charter) enter or allow any charterer to enter into any time or consecutive voyage charter in respect of the that Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 13 months; (c) enter or allow any charterer to enter into any charter in relation to its that Ship under which more than 2 months’ hire (or the equivalent) is payable in advance; (d) (other than pursuant to a Related Party Charter) charter its or allow any charterer to charter that Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed; (e) appoint or allow any charterer to appoint a manager of its that Ship other than the entities advised to the Agent at the date of this Agreement as the Approved Manager Managers or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s Managers’ appointment; (gf) de-activate or lay up its Ship for more than 30 daysor allow any charterer to de-activate or lay up that Ship; or (hg) put its or allow any charterer to put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, ) unless (i) that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason or (ii) the cost of the work to be done on that Ship is covered by insurances and the underwriters have agreed to make payment direct to the person who is to carry out the work or (ii) the Agent (acting with authorisation is otherwise satisfied that the amounts payable in respect of the Majority Lenders) has given prior approval in writingcost of the work will be paid on their relevant due date for payment.

Restrictions on chartering, appointment of managers etc. The No Borrower shall procure that no relevant Guarantor shall: (a) let the its Ship owned by it on demise charter for any period; (b) enter into any time time, voyage or consecutive voyage charter in respect of the that Ship owned by it for other than a term which exceeds, or which by virtue of any optional extensions may exceed, 12 monthsPermitted Charter; (c) enter into any charter terminate or materially amend or supplement a Management Agreement unless, in relation the case of termination, such Management Agreement is immediately replaced by another Management Agreement acceptable to its Ship under which more than 2 months’ hire (or the equivalent) is payable in advanceFacility Agent with an Approved Manager and such Approved Manager provides a Manager’s Undertaking; (d) charter its Ship otherwise than on bona fide arm’s length terms at the time when that Ship is fixed; (e) appoint a manager of its that Ship other than the entities advised to the Agent at the date of this Agreement as the an Approved Commercial Manager, an Approved Pool Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the an Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Technical Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the an Approved Manager’s and the Third Party Manager’s 's appointment; (ge) de-de activate or lay up its Ship for more than 30 daysthat Ship; or (hf) put its Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 1,500,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, ) unless that person has first given to the Security Agent (acting with authorisation on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) has given and in terms satisfactory to it (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) a written undertaking not to exercise any lien on its Ship or its Earnings for the cost of such work or for any other reason, provided that this paragraph (f) of Clause 24.15 (Restrictions on chartering, appointment of managers, etc.) will not apply in connection with the retrofitting of the Ship for the purpose of installing scrubbers or any other exhaust gas cleaning or ballast water treatment system subject to the relevant Borrower providing to the Facility Agent no less than 5 Business Days prior approval in writingnotice.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant Guarantor shall:not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let the Ship owned by it on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months; (c) enter into any charter in relation to its the Ship under which more than 2 months’ ' hire (or the equivalent) is payable in advance; (d) charter its the Ship otherwise than on bona fide arm’s 's length terms at the time when that the Ship is fixed; (e) appoint a commercial, technical or operational manager of its the Ship (other than the entities advised Approved Manager) or agree to any material alteration to the Agent at the date terms of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager Manager's appointment (and the Third Party Manager in respect of each Ship at which, the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy consent of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this AgreementAgent shall not be unreasonably withheld); (f) agree to any alteration to de‑activate or lay up the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s appointmentShip; (g) de-activate or lay up its Ship for more than 30 days; orchange the legal ownership of the shares in the Ship; (h) put its the Ship into the possession of any person for the purpose of work being done upon it her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($500,000 750,000) (or the equivalent in any other currency)) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which the Ship is classed (and in respect of which, which amount shall exclude dry-docking costs, unless the consent of the Agent (acting with authorisation and the authority of the Majority Lenders) has given prior approval in writingLenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The No Borrower shall procure that no relevant Guarantor shall, in relation to the Ship owned by it: (a) (other than pursuant to a Related Party Charter) let the or allow any charterer to let that Ship owned by it on demise charter for any period; (b) (other than pursuant to a Related Party Charter) enter or allow any charterer to enter into any time or consecutive voyage charter in respect of the that Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 13 months; (c) enter into any charter in relation to its that Ship under which more than 2 months’ ' hire (or the equivalent) is payable in advance; (d) (other than pursuant to a Related Charter) charter its or allow any charterer to charter that Ship otherwise than on bona fide arm’s 's length terms at the time when that Ship is fixed; (e) appoint a manager of its that Ship other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s 's appointment; (gf) de-activate or lay up its Ship for more than 30 daysor allow any charterer to deactivate or lay up that Ship; or (hg) put its that Ship into the possession of any person for the purpose of work being done upon it her in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, unless ) unless: (i) that person has first given to the Agent Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or the Earnings for the cost of such work or any other reason; or (acting with authorisation ii) the cost of the Majority Lenderswork to be done on that Ship is covered by insurances and the underwriters have agreed to make payment direct to the person who is to carry out the work; or (iii) has given prior approval the Lender is otherwise satisfied that the amounts payable in writingrespect of the cost of the work will be paid on their relevant due date for payment.

Restrictions on chartering, appointment of managers etc. The Borrower shall procure that no relevant Guarantor shallOwner shall in relation to the Ship owned by it: (a) (other than pursuant to the Charterparty C), let the Ship owned by it on demise charter for any period, without the Lender’s written consent, such consent not to be unreasonably withheld; (b) (other than pursuant to the Charterparty relative to its Ship (in the case of each of Ship A and Ship B), enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months; (c) enter into amend, vary or supplement the Charterparty relative to that Ship if as a result of such amendment, variation or supplement (whether alone or in combination with any charter in relation to its Ship under which previous amendments, variations or supplements) the duration of the Charterparty is reduced by more than 2 months’ hire (1 year or the equivalent) charter hire is payable reduced by more than 5 per cent. from that specified in advancethe Charterparty; (d) charter its the Ship owned by it otherwise than on bona fide arm’s length terms at the time when that the Ship is fixed; (e) appoint (or permit the appointment of) a manager of its the Ship owned by it other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager’s and the Third Party Manager’s appointment; (gf) de-activate or lay up its the Ship for more than 30 daysowned by it; or (hg) put its the Ship owned by it into the possession of any person for the purpose of work being done upon it her in an amount exceeding or likely to exceed $500,000 1,000,000 (or the equivalent in any other currency), which amount shall exclude dry-docking costs, ) unless that person has first given to the Agent (acting with authorisation Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her Earnings or her Insurances for the cost of such work or otherwise or other arrangements satisfactory to the Majority Lenders) has given prior approval in writingLender are made to ensure that no such lien will be excercised.