Common use of Retention Account Clause in Contracts

Retention Account. credits and withdrawals 8.8.1 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 shall apply and subject to the Security Documents), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date in or towards payment to (i) the Agent of the instalment then falling due for repayment and the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any). Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 Unless the Agent otherwise agrees in writing and subject to clause 8.8.1, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers undertake with each Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security Documents.Facility Period

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with the Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent Bank otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers jointly and severally hereby undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of any of the Operating Accounts as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.4 shall apply and subject to the Security Documentsapply), all each Retention Amounts Amount credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to (i) the Agent of the relevant instalment then falling due for repayment and or, as the case may be, the relevant amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers undertake with the Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent Bank otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers undertake with the Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent Bank otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Payment Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with the Banks that, throughout the Facility Period, it will procure that, in relation to each Advance on each Retention Date relating thereto there is paid (whether from the relevant Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at the Retention Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account from any of the Earnings Accounts on that Retention Date and to that extent the Borrower’s obligations to procure that the payments referred to in this clause 14.3.1 are made shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.4 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent otherwise agrees in writing and subject to clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.4 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from an Earnings Account, a Charter Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Payment Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers undertake with each Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the relevant Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to the Borrowers hereby irrevocably authorise that Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or a Tranche pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the such Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the said Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.4.1 The Borrowers undertake with the Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.4.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.4.3 Unless the Agent Bank otherwise agrees in writing and subject to clause 8.8.114.4.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers hereby jointly and severally undertake with the Bank that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Operating Accounts (or either of them) as at the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account on that Retention Date (and each of the Borrowers in respect of its own Operating Account hereby irrevocably authorises the Bank to effect each such transfer) and to that extent the Borrowers’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.4 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of each of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent Bank otherwise agrees in writing and subject to clause 8.8.114.3.2, neither of the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 8.8.1 16.3.1 The Borrowers undertake with the Lender that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from an Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date and the Borrowers hereby irrevocably authorise the Lender, to the extent that funds are available, to transfer the Retention Amount from any Earnings Account to the Retention Account on or about each Retention Date. 16.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 Clause 16.4 (Shortfall in Earnings) shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank Lender (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank Lender so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to Clause 4.1 or Clause 4.2 as the case may be, in or towards payment to (i) the Agent Lender of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank Lender shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank Lender is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent Lender otherwise agrees in writing and subject to clause 8.8.1this Clause 16.3.2, the no Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers undertake with each Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or a Tranche pursuant to clause 3.1, in or towards payment to (i) the Payment Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent (acting on the instructions of the Majority Xxxxx) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security Documents.Facility Period

Retention Account. credits and withdrawals 8.8.1 14.4.1 The Borrower hereby undertakes with the Bank that it will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Borrower’s Operating Account, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account on that Retention Date (and the Borrower hereby irrevocably and unconditionally instructs and authorises the Bank to effect each such transfer) and to that extent the Borrower’s obligations to make the payments referred to in this clause 14.4.1 shall have been fulfilled upon such transfer being effected. 14.4.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable hereby irrevocably and unconditional instruction to unconditionally instructs and authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date Date, and on each day that interest is payable pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or (as the case may be) the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.4.3 Unless the Agent Bank otherwise agrees in writing and subject to clause 8.8.114.4.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers undertake with each Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Retention Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Retention Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Retention Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Retention Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security Documents.Facility Period

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with the Lender that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent Lender of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent Lender otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.4.1 The Borrowers undertake with each Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (whether from the Earnings Accounts or elsewhere) to the Retention Account, the Retention Amount for such date. 14.4.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to the Borrowers hereby irrevocably authorise that Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the such Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the said Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.4.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 8.8.114.4.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.4.1 The Borrowers undertake with each Bank that, throughout the Facility Period, they will procure that, on each Retention Date there is paid (from the Earnings Accounts) to the Retention Account, the Retention Amount for such date. 14.4.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.4.3 Unless the Agent (acting on the instructions of the Majority Lenders) otherwise agrees in writing and subject to clause 8.8.114.4.2, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account, a Charter Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Payment Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 . Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to this clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.4.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Operating Accounts (or any of them) as at the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer). 14.4.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.6 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon on any amounts standing to the credit of the Retention Account from time to time, shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to (i) the Agent of the relevant instalment then falling due for repayment and or, as the case may be, the relevant amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of each of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.4.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 8.8.1writing, none of the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. cash reserve, credits and withdrawals 8.8.1 14.3.1 The Borrower undertakes with the Lender that, throughout the Facility Period there shall be maintained on the Retention Account no less than USD750,000 in addition to the Retention Amounts required to be credited thereto under Clause 14.3.2. 14.3.2 The Borrower undertakes with the Lender that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.3.3 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.4 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank Lender (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank Lender so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan pursuant to clause 3.1, in or towards payment to (i) the Agent Lender of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank Lender shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank Lender is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.4 Unless the Agent Lender otherwise agrees in writing and subject to clause 8.8.114.3.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.4.1 The Borrower undertakes with each Bank that, throughout the Facility Period, it will procure that, on each Retention Date there is paid (whether from the Earnings Account or elsewhere) to the Retention Account, the Retention Amount for such date. 14.4.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.5 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to hereby irrevocably authorises the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable on the Loan or an Advance pursuant to clause 3.1, in or towards payment to (i) the Agent of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.4.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 8.8.114.4.2, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security DocumentsFacility Period.

Retention Account. credits and withdrawals 8.8.1 14.3.1 The Borrowers hereby jointly and severally undertake with the Bank that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Operating Accounts (or either of them) as at the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account on that Retention Date (and each of the Borrowers in respect of its own Operating Account hereby irrevocably authorises the Bank to effect each such transfer) and to that extent the Borrowers' obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 14.4 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to Borrowers hereby irrevocably authorise the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to (i) the Agent Bank of the instalment then falling due for repayment and or, as the case may be, the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers' corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of each of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 14.3.3 Unless the Agent Bank otherwise agrees in writing and subject to clause 8.8.114.3.2, neither of the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 8.8.1 (a) The Borrowers undertake with the Credit Parties that they will, from the Effective Date and for so long as any moneys are owing under the Finance Documents, on each Retention Date for a Tranche of the Loan pay to the Agent for credit to the Retention Account, the Retention Amount for the applicable Tranche of the Loan for such Retention Date less any amounts credited to the Retention Account pursuant to Section 19.5 provided however that, to the extent that there are moneys standing to the credit of the Earnings Account for the Ship which is the subject of such Tranche as at the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred to the Retention Account on that Retention Date. (b) Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 Clause 20.4 shall apply and subject to the Security Documentsapply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon on any amounts standing to the credit of the Retention Account from time to time, shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to the Account Bank so to apply the same) in the following manner: (a) Agent upon each Repayment Date and/or on each day that interest is payable pursuant to Clause 7, in or towards payment to the Lenders of (i) the Agent of the instalment relevant installment then falling due for repayment and or, as the case may be, (ii) the relevant amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any)due. Each such application by the Account Bank Agent shall constitute a payment in or towards satisfaction of the Borrower’s Borrowers’ corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank Agent is insufficient to meet the same; and. (bc) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 Unless the Agent otherwise agrees in writing and subject to clause 8.8.1writing, the Borrower Borrowers shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement Effective Date and so long as any moneys are owing under the Security Finance Documents.