Common use of Conditions precedent to the making of the Commitment Clause in Contracts

Conditions precedent to the making of the Commitment. The obligation of the Lender to advance the Commitment (or any part thereof) is subject to the further condition that the Lender shall have received prior to the drawdown or, where this is not possible, simultaneously with the drawdown of the Commitment or the relevant part thereof: (a) the Drawdown Notice duly executed and issued; (b) each of the Security Documents (as set out in Clause 11.1) duly executed and where appropriate duly registered with the Registry or any other competent authority (as required); (c) evidence that, prior to or simultaneously with the relevant drawdown, the Vessel will be duly registered in the ownership of the Borrower with the Registry and under the laws and flag of the Flag State free from any Encumbrances save for those in favour of the Lender and otherwise as contemplated herein; (d) evidence in form and substance satisfactory to the Lender that the Vessel has been or will - on the Drawdown Date - be insured in accordance with the insurance requirements provided for in this Agreement and the other Security Documents, including a MII, together with an opinion from insurance consultants (appointed by the Lender at the Borrower's expense) as to the adequacy of the insurances effected or to be effected in respect of the Vessel, to be followed by full copies of cover notes, policies, certificates of entry or other contracts of insurance and irrevocable authority is hereby given to the Lender at any time at its discretion to obtain copies of the policies, certificates of entry or other contracts of insurance from the insurers and/or obtain any information in relation to the Insurances relating to the Vessel; (e) copies of the trading certificates of the Vessel certified as true and complete by the legal counsel of the Borrower evidencing the same to be valid and in force; (f) all necessary confirmations from the insurers of the Vessel that they will issue letters of undertaking and endorse notice of assignment and loss payable clauses on the Insurances, in form and substance satisfactory to the Lender in its sole discretion and - in the event of fleet cover - accompanied by waivers for liens for unpaid premium of other vessels managed by the Manager(s) and which are not subject to any mortgage in favour of the Lender) and (if required by the Lender) an opinion signed by an independent firm of marine insurance brokers appointed and/or approved by the Lender at the expenses of the Borrower confirming the adequacy of the Insurances maintained on the Vessel; (g) evidence from the Classification Society that the Vessel is classed with the class notation (referred to in the Mortgage), with the Classification Society or to a similar standard with another classification society of like standing to be specifically approved by the Lender and remains free from any overdue requirements or recommendations affecting her class; (h) a copy of the trim and stability booklet certifying the lightweight of the Vessel certified as true and complete by the legal counsel of the Borrower; (i) copy of the DOC referred to in paragraph (a) in the definition of the ISM Code Documentation certified as true and complete by the legal counsel of the Borrower; (j) copies of such applications for ISM Code Documentation as the Lender may by written notice to the Borrower have requested not later than two (2) days before the Drawdown Date certified as true and complete in all material respects by the Borrower and the Manager(s); (k) true and complete copy of the application for ISSC certificates issued pursuant to the ISPS Code; (l) recent charter free valuation of the Vessel, at the Borrower's expense, as at a date determined by the Lender but in any event before the Drawdown Date, prepared on the basis specified in Clause 8.5(b) by major shipbrokers appointed and/or approved by the Lender in form and substance satisfactory to the Lender; (m) due authorisation in form and substance satisfactory to the Lender authorising the Lender to have access and/or obtain any copies of class records or other information at its discretion from the classification society of the Vessel specified in the Mortgage, provided, however, that the Lender shall not exercise such right unless and until an Event of Default has occurred and is continuing; (n) the Insurance Letter duly executed; (o) evidence that the Earnings Account has been duly opened and all mandate forms, signature cards and authorities have been duly delivered to the Lender; (p) evidence to the full satisfaction of the Lender, proving the Seller's title to the Vessel free of any Encumbrances, debts or claims of any nature whatsoever; (q) duly certified copy of the ▇▇▇▇ of Sale, the protocol of delivery and acceptance of the Vessel as well as of all other Seller's documents; (r) evidence that no Encumbrances are registered against the Vessel on her previous register; and (s) evidence that the Purchase Price of the Vessel has been (or upon her delivery will have been) paid in full in accordance with the provisions of the MOA.

Conditions precedent to the making of the Commitment. The obligation obligations of the Lender Bank to advance make available the Commitment (or any part thereof) thereof is subject to the further condition that the Lender Bank on or before the Drawdown Date shall have received prior the following documents and evidence in form and substance satisfactory to the drawdown or, where this is not possible, simultaneously with the drawdown of the Commitment or the relevant part thereofBank: (a) each of the Drawdown Notice Corporate Guarantees, Accounts Pledge Agreements, Mortgages, General Assignments, any Charterparty Assignment(s), Shares Pledge Agreement and the Manager’s Undertakings duly executed and issuedexecuted; (b) each evidence to the full satisfaction of the Security Documents (as set out in Clause 11.1) duly executed and where appropriate duly registered with Bank, proving the Registry Seller’s title to the Vessel free of any Encumbrances, debts or claims of any other competent authority (as required)nature whatsoever; (c) duly certified copies of corporate documentation of the Seller — comparable at the discretion of the Bank to that provided in Clause 7.1 — proving the due incorporation and existence of the Seller and the due authorisation of the sale of the Prosperity Vessel and the execution of all documents required in connection therewith; (d) duly certified copy of the ▇▇▇▇ of Sale, the protocol of delivery and acceptance of the Prosperity Vessel as well as of all other Seller’s documents. (e) evidence that, prior to that no Encumbrances are registered against the Prosperity Vessel on her previous register; (f) evidence that the Purchase Price of the Prosperity Vessel has been (or simultaneously upon her Delivery will have been) paid in full in accordance with the relevant drawdownprovisions of the Bareboat Charterparty; (g) evidence that each Vessel is or, as the Vessel will case may be, shall be duly registered in the ownership of the Borrower with Owner thereof through the relevant Registry and under the laws and flag of the Flag State State, free from any Encumbrances save for those in favour of the Lender and otherwise as contemplated hereinPermitted Encumbrances; (dh) evidence that each Mortgage has been or, as the case may be, will be, registered against the relevant Vessel through the relevant Registry under the laws and flag of the Flag State; (i) evidence in form and substance satisfactory to the Lender Bank that the each Vessel has been or will - — on the Drawdown Date - — be insured in accordance with the insurance requirements provided for in Schedule 3 of this Agreement and the other Security Documents, including a MII, together with an opinion from insurance consultants (appointed by the Lender at the Borrower's expense) as to the adequacy of the insurances effected or to be effected in respect of the VesselAgreement, to be followed by full copies of cover notes, policies, certificates of entry or other contracts of insurance and irrevocable authority is hereby given to the Lender Bank at any time at its discretion to obtain copies of the policies, certificates of entry or other contracts of insurance from the insurers and/or obtain any information in relation to the Insurances relating effected or to be effected in respect of the relevant Vessel; (ej) copies if the Bank so requires, a report signed by an independent firm of the trading certificates of the Vessel certified as true and complete marine insurance brokers appointed by the legal counsel Bank at the expense of the Borrower evidencing confirming the same to be valid and in forceadequacy of the Insurances maintained on each Vessel; (fk) certified true copy of the Management Agreement in respect of each Vessel; (l) all necessary confirmations from the by insurers of the each Vessel that they will issue letters of undertaking and endorse notice of assignment and loss payable clauses on the Insurances, in form and substance satisfactory to the Lender Bank in its sole discretion and - in the event of fleet cover - accompanied by waivers for liens for unpaid premium of other vessels managed by the Manager(s) and which are not subject to any mortgage in favour of the Lender) and (if required by the Lender) an opinion signed by an independent firm of marine insurance brokers appointed and/or approved by the Lender at the expenses of the Borrower confirming the adequacy of the Insurances maintained on the Vesseldiscretion; (gm) evidence dated not more than three (3) Banking Days from the Delivery Date from the Classification Society of each Vessel that the such Vessel is classed with the class notation (referred to in the Mortgage), Classification with the Classification Society or to a similar standard with another classification society of like standing to be specifically approved by the Lender Society, and remains free from any overdue requirements or recommendations affecting her class; (hn) a copy evidence that the trading certificates of the trim each Vessel are valid and stability booklet certifying the lightweight of the Vessel certified as true and complete by the legal counsel of the Borrowerin force; (io) copy of the DOC referred to in paragraph (a) in the definition of the ISM Code Documentation certified as true Drawdown Notice duly executed and complete by the legal counsel of the Borrowerissued; (jp) copies of such applications for ISM Code Documentation as if the Lender may by written notice Bank so requires, a satisfactory to the Borrower have requested not later than Bank physical condition survey report on each Vessel together with a comprehensive record inspection from a surveyor appointed by the Bank, at the Borrower’s expense; (q) two (2) days before the Drawdown Date certified as true and complete in all material respects by the Borrower and the Manager(s); (k) true and complete copy valuations of the application for ISSC certificates issued pursuant to the ISPS Code; (l) recent charter free valuation of the each Vessel, at the Borrower's ’s expense, as at a date determined by the Lender Bank but in any event before the Drawdown Daterelevant drawdown, prepared on the basis specified in Clause 8.5(b) 8.2 by major shipbrokers appointed and/or approved by the Lender Bank in form and substance satisfactory to the LenderBank in its sole discretion; (mr) evidence satisfactory to the Bank that the Operator complies with the requirements of the ISM Code, has obtained a DOC for itself, and in relation to each Vessel, has obtained an SMC in respect of such Vessel issued pursuant to the ISM Code; (s) a copy of the ISSC issued pursuant to the ISPS Code in respect of each Vessel, certified as true and in effect by the Borrower and the Manager; (t) payment of any fees due from the Borrower to the Bank pursuant to the terms of Clause 10.8 or any other provision of the Security Documents; (u) evidence that the Prosperity Earnings Account and the Retention Account have been duly opened and all mandate forms, signature cards and authorities have been duly delivered; and (v) due authorisation in form and substance satisfactory to the Lender Bank authorising the Lender Bank to have access and/or obtain any copies of class records or other information at its discretion from the classification society Classification Society of the Vessel specified in the Mortgage, provided, however, that the Lender shall not exercise such right unless and until an Event of Default has occurred and is continuingeach Vessel; (nw) entry by the Insurance Letter duly executed; (o) evidence that the Earnings Account has been duly opened and all mandate forms, signature cards and authorities have been duly delivered Borrower to a second supplemental agreement to the Lender; (p) evidence to Spartounta Loan Agreement and execution by the full satisfaction Borrower of the Lender, proving the Seller's title collateral security documents referred to the Vessel free of any Encumbrances, debts or claims of any nature whatsoever; (q) duly certified copy of the ▇▇▇▇ of Sale, the protocol of delivery and acceptance of the Vessel as well as of all other Seller's documents; (r) evidence that no Encumbrances are registered against the Vessel on her previous register; and (s) evidence that the Purchase Price of the Vessel has been (or upon her delivery will have been) paid in full in accordance with the provisions of the MOAtherein.