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

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let a Ship on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of a Ship 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 a Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed; (e) appoint a commercial, technical or operational manager of a Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate or lay up a Ship; (g) change the legal ownership of the shares in a Ship; (h) put a Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($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 that Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders):not: (a) let a the Ship on demise charter for any period; (b) save for any Charter or Replacement Charter, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a the Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 13 months; (c) save for any Charter or Replacement Charter, enter into any charter in relation to a the Ship under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) save for any Charter or Replacement Charter, charter a 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 a the Ship (other than an Approved Manager (and then provided that that Approved Manager has provided to the Approved ManagerSecurity Trustee the undertaking referred to in Schedule 4, Part B, Paragraph 4(a)) or nor agree to any material alteration to the terms of the any Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)’s appointment; (f) de‑activate de-activate or lay up a the Ship;; or (g) change put the legal ownership of the shares in a Ship; (h) put a Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 5,000,000 (or the equivalent in any other currency) unless that person the Borrower has first given established to the Security Trustee and in terms satisfactory reasonable satisfaction of the Agent that the Borrower has sufficient reserves to it a written undertaking not to exercise any lien on that Ship or her Earnings pay for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)work.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders):procure that each Guarantor shall not: (a) let a the Ship owned by it on demise charter for any period; (b) other than by way of the relevant Charter, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a 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 a the Ship owned by it under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) charter a 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 commercial, technical or operational manager of a the Ship (owned by it other than the Approved Manager) Manager or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)’s appointment; (f) de‑activate or lay up if the Approved Manager of a ShipShip 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 Lender; (g) change de-activate or lay up the legal ownership of the shares in a Ship;Ship owned 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 a the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (or the equivalent in any other currency) unless that person has first given to the Security Trustee Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let a the Ship on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of a the Ship 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 a the Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a the Ship otherwise than on bona fide arm's length terms at the time when that the Ship is fixed; (e) appoint a commercial, technical or operational manager of a the Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate or lay up a the Ship; (g) change the legal ownership of the shares in a the Ship; (h) put a the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven United States Dollars Five Hundred Fifty Thousand Dollars ($750,000US$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 that the Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which a the Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let a Ship on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of a Ship 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 a Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed; (e) appoint a commercial, technical or operational manager of a Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate or lay up a Ship; (g) change the legal ownership of the shares in a Ship; (h) put a Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Three hundred thousand United States Dollars ($750,000300,000) (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 that Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let a the Ship on demise charter for any period; (b) except for the Approved Existing Charter, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a the Ship 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 a the Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a the Ship otherwise than on bona fide arm's length terms at the time when that the Ship is fixed; (e) appoint a commercial, technical or operational manager of a the Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate or lay up a the Ship; (g) change the legal ownership of the shares in a the Ship; (h) put a the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($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 that the Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which a the Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without procure that no Owner shall in relation to the prior written consent of the Agent (acting on the authority of the Majority Lenders):Ship owned by it: (a) let a 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 charter or bareboat charter or consecutive voyage charter in respect of a 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 a 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 a the Ship owned by it otherwise than on bona fide arm's ’s length terms at the time when that the Ship is fixed; (e) appoint (or permit the appointment of) a commercial, technical or operational manager of a the Ship (owned by it other than the Approved Manager) Manager or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)’s appointment; (f) de‑activate de-activate or lay up a Ship;the Ship owned by it; or (g) change put the legal ownership of the shares in a Ship; (h) put a Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 1,000,000 (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 that Ship or her Earnings or her Insurances for the cost of such work or otherwise; or (i) change otherwise or other arrangements satisfactory to the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not Security Trustee are made to ensure that no such lien will be unreasonably withheld)exercised.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let a the Ship on demise charter for any period; (b) except for the Approved Existing Charter, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a the Ship 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 a the Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a the Ship otherwise than on bona fide arm's length terms at the time when that the Ship is fixed; (e) appoint a commercial, technical or operational manager of a the Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate de-activate or lay up a the Ship; (g) change the legal or beneficial ownership of the shares in a the Ship; (h) put a the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($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 that the Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which a the Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without the prior written consent None of the Agent Borrowers shall, in relation to the Ship owned by it (acting on and shall procure that no Collateral Owner shall, in relation to the authority of the Majority LendersTasman Ship owned by it): (a) let a in respect of Ship on demise charter for any period; (b) A, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a Ship A for a term which exceeds, or which by virtue of any optional extensions may exceedexceed 12 months (+/- 45 days) unless Borrower A uses commercially reasonable efforts to ensure that such charter contains a “sales clause” entitling Borrower A to sell Ship A subject to the consent of the charterer, 12 monthssuch consent not to be unreasonably withheld, (b) let that Ship on demise charter for any period; (c) enter into any charter in relation to a that Ship under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) charter a that Ship otherwise than on bona fide arm's ’s length terms at the time when that Ship is fixed; (e) appoint a commercial, technical or operational manager of a that Ship (other than the Approved Manager) Managers or agree to any material alteration to the terms of the Approved Manager's Managers’ appointment (and save for any alteration required in respect of which, connection with the consent of the Agent shall not be unreasonably withheldMerger); (f) de‑activate de-activate or lay up a that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a that Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 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 that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders):procure that each Guarantor shall not: (a) let a the Ship owned by it on demise charter for any period; (b) other than by way of the relevant Charter, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a 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 a the Ship owned by it under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a 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 commercial, technical or operational manager of a the Ship (owned by it other than the Approved Manager) Manager or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)appointment; (f) de‑activate de-activate or lay up a Ship;the Ship owned by it; or (g) change following the legal ownership 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 shares in a Ship; (hFinance Documents) put a the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (or the equivalent in any other currency) unless that person has first given to the Security Trustee Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without No Borrower shall, in relation to the prior written consent of the Agent (acting on the authority of the Majority Lenders):Ship owned by it: (a) (other than pursuant to a Related Party Charter) let a or allow any charterer to let that Ship 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 charter or bareboat charter or consecutive voyage charter in respect of a that Ship 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 a 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 a 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 a commercial, technical or operational manager of a that Ship (other than the Approved Manager) Manager or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)appointment; (f) de‑activate de-activate or lay up a or allow any charterer to deactivate or lay up that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a that Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 500,000 (or the equivalent in any other currency) unless unless: (i) that person has first given to the Security Trustee Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her the Earnings for the cost of such work or otherwiseany other reason; or (iii) change the classification society with which a cost of the work to be done on that Ship is classed covered by insurances and the underwriters have agreed to make payment direct to the person who is to carry out the work; or (and iii) the Lender is otherwise satisfied that the amounts payable in respect of which, the consent cost of the Agent and the authority of the Majority Lenders shall not work will be unreasonably withheld)paid on their relevant due date for payment.

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without No Borrower shall, in relation to the prior written consent of the Agent (acting on the authority of the Majority Lenders):Ship owned by it: (a) let a that Ship on demise charter for any period; (b) other than an Approved Charter or an Additional Charter, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 monthsmonths other than with the prior written consent of the Agent (which consent is not to be unreasonably withheld or delayed Provided that such charter shall be subject to any main terms and conditions (including, without limitation, the identity of the charterer, the charter hire and frequency of payment of such charter hire, the duration of the charter and any trading area restrictions) reasonably acceptable to the Agent); (c) enter into any charter in relation to a that Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a that Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed; (e) appoint a commercial, technical or operational manager of a that Ship (other than the Approved Manager) Manager or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)appointment; (f) de‑activate de-activate or lay up a that Ship;; or (g) change enter the legal ownership of the shares in Ship owned by it with a Shipdifferent classification society; (h) put a that Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 1,000,000 (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 that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without procure that no Owner shall in relation to the prior written consent of the Agent (acting on the authority of the Majority Lenders):Ship owned by it: (a) (other than pursuant to the Charterparty C), let a 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 charter or bareboat charter or consecutive voyage charter in respect of a 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 a 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 a the Ship owned by it otherwise than on bona fide arm's ’s length terms at the time when that the Ship is fixed; (e) appoint (or permit the appointment of) a commercial, technical or operational manager of a the Ship (owned by it other than the Approved Manager) Manager or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)’s appointment; (f) de‑activate de-activate or lay up a Ship;the Ship owned by it; or (g) change put the legal ownership of the shares in a Ship; (h) put a Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 1,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee 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 (i) change otherwise or other arrangements satisfactory to the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not Lender are made to ensure that no such lien will be unreasonably withheld)excercised.

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without Borrower, unless it has obtained the prior Lender’s written consent of in advance (and subject to such additional conditions as the Agent (acting on the authority of the Majority Lenders):Lender may require), shall not: (a) let a the Ship on demise charter for any period; (b) enter into any time charter or bareboat charter time, voyage or consecutive voyage charter in respect of the Ship other than a Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 monthsPermitted Charter; (c) enter into materially amend, supplement, cancel or terminate any charter Management Agreement or an Assignable Charter (and for the avoidance of doubt, but without limitation, any amendment in relation to the parties, terms of hire, the time of the payment and/or the management fee is considered material provided that the Borrower may agree to increase the management fee once a Ship under which more than 2 months' hire (or the equivalent) year in line with market standard unless an Event of Default has occurred and is payable in advancecontinuing); (d) charter appoint a manager of the Ship otherwise other than on bona fide arman Approved Manager or agree to any alteration to the terms of an Approved Manager's length terms at the time when that Ship is fixedappointment; (e) appoint a commercial, technical de activate or operational manager of a Ship (other than lay up the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld);Ship; or (f) de‑activate or lay up a Ship; (g) change put the legal ownership of the shares in a Ship; (h) put a Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 1,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that the Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without the prior written consent None of the Agent (acting on Borrowers shall, in relation to the authority of the Majority Lenders):Ship owned by it: (a) let a Ship on demise charter for in respect of any period; (b) Tasman Ship, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a any Tasman Ship for a term which exceeds, or which by virtue of any optional extensions may exceedexceed 12 months (+/- 45 days) unless (i) such charter contains a “sales clause” entitling the Borrower owning that Tasman Ship to sell its Tasman Ship 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 a that Ship under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) charter a that Ship otherwise than on bona fide arm's ’s length terms at the time when that Ship is fixed; (e) appoint a commercial, technical or operational manager of a that Ship (other than the Approved Manager) Managers or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)Managers’ appointment; (f) de‑activate de-activate or lay up a that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a that Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 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 that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower A or, as the case may be following the Spin-Off Completion Date, Borrower B shall not without procure that each Owner shall, in relation to the prior written consent of the Agent (acting on the authority of the Majority Lenders):Vessel owned by it: (a) not let a Ship that Vessel on demise charter for any period; (b) enter into any time not charter or bareboat charter or consecutive voyage charter in respect of a Ship 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 a Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a Ship that Vessel otherwise than on bona fide arm's length terms at terms; (c) notify the time when Facility Agent upon entering into an Assignable Charter; (d) not appoint a manager of that Ship is fixedVessel other than an Approved Manager; (e) appoint not de-activate or lay-up that Vessel if that Vessel is scheduled to be de-activated or laid up for a commercial, technical period exceeding six consecutive (6) months unless the de-activation or operational manager of a Ship (other than lay-up is being made at the Approved Manager) or agree to any material alteration to the terms request of the Approved Manager's appointment (charterer of that Vessel and in respect of which, the consent of charterer shall continue performing its obligations under the Agent shall not be unreasonably withheld);relevant charter during the de-activation or lay-up period; or (f) de‑activate or lay up a Ship; (g) change the legal ownership of the shares in a Ship; (h) not put a Ship that Vessel into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars $1,500,000 or, in the case of installation of scrubbers to that Vessel, $2,000,000 ($750,000) or, in each case, (or or, in each case, the equivalent in any other currency) or any other amount higher than $2,000,000 subject to that Owner providing the Lender with supporting documentation evidencing such higher amount in respect of that Vessel, unless that person has (i) first given to the Security Trustee Agent and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on that Ship Vessel or her its Earnings for the cost of such work or otherwise; or for any other reason or (iii) change entered into an agreement with that Owner pursuant to which that person agrees that that ▇▇▇▇▇▇ may depart the classification society with which relevant shipyard or repair yard in consideration of a Ship is classed (and in respect payment of whichpart, the consent but not all, of the Agent and the authority costs of the Majority Lenders shall not be unreasonably withheld)relevant work.

Restrictions on chartering, appointment of managers etc. The Borrowers No Borrower shall not (without the prior written consent of the Agent (acting on Lender which shall not be unreasonably withheld) in relation to the authority of the Majority Lenders):Ship owned by it: (a) let a that Ship on demise charter for any period; (b) enter into any time charter or bareboat charter time, voyage or consecutive voyage charter in respect of that Ship other than a Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 monthsPermitted Charter; (c) enter into waive or fail to enforce any charter in relation rights under an Assignable Charter relevant to a that Ship under which more than 2 months' hire (or any of its provisions), unless such waiver or failure to enforce does not have a Material Adverse Effect and is promptly notified to the equivalent) is payable in advanceLender; (d) charter terminate a Ship otherwise than Management Agreement unless such Management Agreement is replaced by another Management Agreement with an Approved Manager acceptable to the Lender and such Approved Manager provides a manager's undertaking on bona fide armsubstantially the same terms as the Manager's length terms at the time when that Ship is fixedUndertaking; (e) appoint a commercial, technical or operational manager of a that Ship (other than the an Approved Manager) Manager or agree to any material alteration to the terms of the a Management Agreement or any other Approved Manager's appointment (and in respect appointment; For the avoidance of whichdoubt, the consent "material" alteration shall include, without limitation, any provisions of the Agent shall not be unreasonably withheld);Management Agreement relating to commissions, management fees, duration of the contract, sanctions, change of control or merger. (f) de‑activate de activate or lay up a that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a that Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 850,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) let a the Ship on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of a the Ship 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 a the Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (d) charter a the Ship otherwise than on bona fide arm's length terms at the time when that the Ship is fixed; (e) appoint a commercial, technical or operational manager of a the Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate or lay up a the Ship; (g) change the legal ownership of the shares in a the Ship; (h) put a the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($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 that the Ship or her Earnings for the cost of such work or otherwise; or (i) change the classification society with which a the Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

Restrictions on chartering, appointment of managers etc. The Borrowers Borrower shall not without procure that no Owner shall, in relation to the prior written consent of the Agent (acting on the authority of the Majority Lenders):Ship owned by it: (a) let a that Ship on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of a that Ship 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 a that Ship under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) charter a that Ship otherwise than on bona fide arm's ’s length terms at the time when that Ship is fixedterms; (e) appoint a commercial, technical or operational manager of a that Ship (other than the an Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld);; or (f) de‑activate de-activate or lay up that Ship if the Ship is scheduled to be de-activated or laid up for a Ship;period exceeding 6 months unless the de-activation or lay-up is being made at the request of the charterer of the Ship and the charterer shall continue performing its obligations under the relevant charter during the de-activation or lay-up period; or (g) change the legal ownership of the shares in a Ship; (h) put a that Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 2,000,000 (or the equivalent in any other currency) unless that person has (i) first given to the Security Trustee and in terms reasonably satisfactory to it a written undertaking not to exercise any lien on that Ship or her its Earnings for the cost of such work or otherwise; or for any other reason or (iii) change entered into an agreement with the classification society with relevant Owner pursuant to which that person agrees that the Ship may depart the relevant shipyard or repair yard in consideration of a Ship is classed (and in respect payment of whichpart, the consent but not all, of the Agent and the authority costs of the Majority Lenders shall not be unreasonably withheld)relevant work.

Restrictions on chartering, appointment of managers etc. The Borrowers relevant Guarantor shall not without the prior written consent of unless consented to by the Agent or in the case of any Charter, the Required Lenders (acting on the authority of the Majority Lenderssuch consent not to be unreasonably withheld, conditioned or delayed): (a) let a Ship the Collateral Vessel owned by it on demise charter for any period; (b) enter into let the Collateral Vessel owned by it on any time charter or bareboat charter or consecutive voyage charter in respect of a Ship for a term which exceedsexceed, or which by virtue of any optional extensions extension may exceed, 12 18 months; (c) enter into any charter in relation to a Ship such Collateral Vessel under which more than 2 two (2) months' ’ hire (or the equivalent) is payable in advance; (d) charter a Ship such Collateral Vessel otherwise than on bona fide arm's ’s length terms at the time when that Ship the Collateral Vessel is fixed; (e) appoint a commercial, technical or operational manager of a Ship (such Collateral Vessel other than the Approved Manager) Manager or agree to any material alteration to the material terms of the Approved Manager's appointment (and Management Agreement, provided, however, that any manager so appointed including an Approved Manager appointed after the Effective Date shall enter into a manager’s undertaking in respect of which, the consent favor of the Agent shall not be unreasonably withheld)Security Trustee in form and substance acceptable to the Agent; (f) de‑activate de-activate or lay up a Shipthe Collateral Vessel owned by it; (g) change the legal ownership of the shares in a Ship;Classification Society other than to another Classification Society; or (h) put a Ship into the Collateral Vessel owned by it in to the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 1,000,000 (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 Security Interest on that Ship Collateral Vessel or her the Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.

Restrictions on chartering, appointment of managers etc. The Borrowers shall not without the prior written consent None of the Agent Borrowers shall, in relation to the Ship owned by it (acting on and shall procure that no Collateral Owner shall, in relation to the authority of the Majority LendersTasman Ship owned by it): (a) let a in respect of any Tasman Ship on demise charter for any period; (b) A, enter into any time charter or bareboat charter or consecutive voyage charter in respect of a any Tasman Ship 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 a that Ship under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) charter a that Ship otherwise than on bona fide arm's ’s length terms at the time when that Ship is fixed; (e) appoint a commercial, technical or operational manager of a that Ship (other than the Approved Manager) Managers or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)Managers’ appointment; (f) de‑activate de-activate or lay up a that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a that Ship into the possession of any person for the purpose of work being done upon her it in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) 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 that Ship or her its Earnings for the cost of such work or otherwise; or (i) change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)for any other reason.