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):procure that no relevant Guarantor shall: (a) let a the Ship owned by it on demise charter for any period; (b) enter into any time charter or bareboat charter or consecutive voyage charter in respect of 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 any charter in relation to a its Ship under which more than 2 months' ’ hire (or the equivalent) is payable in advance; (d) charter a its 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 its Ship (other than the entities advised to the Agent at the date of this Agreement as the Approved Manager or Third Party Manager of each Ship, provided that the Creditor Parties consent to the change of management of each ship to either entity being the Approved Manager and the Third Party Manager in respect of each Ship at the date of this Agreement on the condition that such Approved Manager or Third Party Manager deliver to the Agent, to the Agent’s satisfaction (i) a certified true copy of the Management Agreement, (ii) a Manager’s Undertaking in the Agreed Form and (iii) in relation to such Approved Manager or Third Party Manager, items 1, 2, 3, 4, 6, 7, 8 and 9 included in Schedule 3, Part A of this Agreement and items 2(f) and 3(b) included in Schedule 3, Part B of this Agreement; (f) agree to any material alteration to the material terms of the Management Agreement relating to its Ship or to any other terms of the Approved Manager's appointment (’s and in respect of which, the consent of the Agent shall not be unreasonably withheld); (f) de‑activate or lay up a ShipThird Party Manager’s appointment; (g) change the legal ownership of the shares in a Ship;de-activate or lay up its Ship for more than 30 days; or (h) put a its 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) ), which amount shall exclude dry-docking costs, 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 (acting with authorisation of the Majority Lenders shall not be unreasonably withheld)Lenders) has given prior approval in writing.

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 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 the prior written consent of the Agent (acting on the authority of the Majority Lenders):No Borrower shall: (a) let a its 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 any charter terminate or materially amend or supplement a Management Agreement unless, in relation the case of termination, such Management Agreement is immediately replaced by another Management Agreement acceptable to the Facility Agent with an Approved Manager and such Approved Manager provides a Ship under which more than 2 months' hire (or the equivalent) is payable in advanceManager’s Undertaking; (d) charter appoint a Ship otherwise than on bona fide arm's length terms at the time when manager of that Ship is fixedother than an Approved Commercial Manager, an Approved Pool Manager or an Approved Technical Manager or agree to any alteration to the terms of an Approved Manager's appointment; (e) appoint a commercial, technical de activate 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);lay up that Ship; or (f) de‑activate or lay up a Ship; (g) change the legal ownership of the shares in a Ship; (h) put a its 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) 1,500,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee Agent (acting on the instructions of the Facility Agent acting on the instructions of the Majority Lenders) and in terms satisfactory to it (acting on the instructions of the Facility Agent which is acting on the instructions of the Majority Lenders) a written undertaking not to exercise any lien on that its Ship or her its Earnings for the cost of such work or otherwise; or for any other reason, provided that this paragraph (if) change of Clause 24.15 (Restrictions on chartering, appointment of managers, etc.) will not apply in connection with the classification society with which a Ship is classed (and in respect of which, the consent retrofitting of the Ship for the purpose of installing scrubbers or any other exhaust gas cleaning or ballast water treatment system subject to the relevant Borrower providing to the Facility Agent and the authority of the Majority Lenders shall not be unreasonably withheld)no less than 5 Business Days prior notice.

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):No Borrower shall, in relation to a Ship: (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 or allow any charterer to 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 Party Charter) charter a or allow any charterer to charter that Ship otherwise than on bona fide arm's ’s length terms at the time when that Ship is fixed; (e) appoint or allow any charterer to 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 or allow any charterer to de-activate or lay up that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a or allow any charterer to put 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 (i) that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her its Earnings for the cost of such work or otherwise; or for any 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 ii) the Agent 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 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 shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders):No Borrower shall, in relation to a Ship: (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 or allow any charterer to 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 Party Charter) charter a or allow any charterer to charter that Ship otherwise than on bona fide arm's ’s length terms at the time when that Ship is fixed; (e) appoint or allow any charterer to 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 or allow any charterer to de-activate or lay up that Ship;; or (g) change the legal ownership of the shares in a Ship; (h) put a or allow any charterer to put 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 (i) that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her its Earnings for the cost of such work or otherwise; or for any 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 Agent 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 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 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.

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):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 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 shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders): (a) Neither Borrower shall, in relation to the Ship owned by it: (i) let a that Ship on demise charter for any period; (bii) 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 Charters where the charterer is a member of and/or an Affiliate of the STI Group or entered into pursuant to an Approved Pooling Arrangement. The term of any Charter where the charterer is a member of and/or an Affiliate of the STI Group (except for any Charters entered into in connection with an Approved Pooling Arrangement) shall not extend (including, without limitation, by virtue of any optional extensions) beyond the Maturity Date without the Agent’s consent (acting on the instructions of the Majority Lenders, acting reasonably); (ciii) enter into any charter in relation to a that Ship under which more than 2 months' hire (or the equivalent) is payable in advance; (div) charter a that Ship otherwise than on bona fide arm's length terms at the time when that such Ship is fixed; (ev) appoint a commercial, technical or operational manager of a that Ship (other than the an Approved Manager) Ship Manager or agree to any material alteration to the terms of the Approved Ship Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld)appointment; (fvi) appoint a classification society for that Ship other than an Approved Classification Society; (vii) de‑activate or lay up a layup that Ship;; or (g) change the legal ownership of the shares in a Ship; (hviii) 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 such Ship or her its Earnings for the cost of such work or otherwise; orfor any other reason. (ib) change Each Borrower shall procure that, in relation to the classification society with which Ship owned by it, an Approved Technical Ship Manager shall only appoint a sub-manager in relation to the technical management of that Ship is classed (and provided that in respect the case of whichany such sub-management, the consent Approved Technical Ship Manager shall continue to remain primarily liable vis-à-vis the relevant Borrower to perform the technical management responsibilities in relation to that Ship and, if so appointed as technical manager of that Ship, such sub-manager shall be appointed on substantially the same terms as the Approved Technical Ship Manager and once appointed as an Approved Sub-Manager, the relevant Borrower shall not and shall procure that the relevant Approved Technical Ship Manager shall not agree to any material alteration to the terms of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld)relevant Approved Sub-Manager's appointment.

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.