Common use of Further conditions precedent Clause in Contracts

Further conditions precedent. The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) the Facility Agent has received an officer’s certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.

Further conditions precedent. The obligations of each Lender Lenders will only be obliged to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loancomply with Clause 5.4(c) (Lenders' participation) if: (a) on the date of a Utilisation Request and on the proposed Utilisation Date and before the relevant Tranche is made available: (i) no Default is continuing or would result from the proposed making of that T▇▇▇▇▇▇; (ii) the Repeating Representations to be made by each Transaction Obligor are correct true in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) the Facility Agent has received an officer’s certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action event or series of events has been taken by (a) the Owner (b) the Sponsor or (c) by any other party occurred since 30 August 2023 which might in any way render any Related Contract inoperative or unenforceable, in whole or in any partis likely to have a Material Adverse Effect; and (iv) none no event described in Clause 7.5 (Mandatory prepayment on change of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure Obligors' ownership and on Guarantor ceasing to pay final judgmentbe listed) has occurred, to ; (b) in the best case of the Owner’s knowledge and belief (acting with the proper due diligence)initial Utilisation Request, in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from or before the relevant advisers referred to Utilisation Date, or is satisfied it will receive when the Tranche in this Agreement are necessary to evidence the legality, validity and enforceability respect of the obligations initial Utilisation Request is made available, all of the parties documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent to any Finance Document being delivered Initial Utilisation Request) in form and substance satisfactory to the Facility Agent; and (c) in the case of a Utilisation Request, the Facility Agent has received on such or before the relevant Utilisation Date, or is satisfied that it will receive when the Tranche in respect of that Utilisation Request is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent to Utilisation Request) in form and substance satisfactory to the Facility Agent.

Further conditions precedent. The obligations of each Lender Senior Lenders will only be obliged to advance any Loan are subject to the further conditions precedent that comply with Clause 6.4 (Senior Lenders' participation) if on both the date of the Utilisation Request and on the proposed Utilisation Date for that LoanDate: (aA) no Default is continuing or would result from the proposed Utilisation; (B) the Senior Agent has received from the Borrower a confirmation that at such time as the proposed Utilisation Date (on the basis that the Utilisation is made and any repayment then due has been made): (1) the Borrowing Base is such that the Utilisation can be made in accordance with Clause 6.3 (Currency and amount); (2) no Trigger Event has occurred and is continuing or would be triggered as a result of the Utilisation; and (3) the Senior Advance Rate Test is met as at the Cut-Off Date in respect of the proposed Utilisation and will continue to be met immediately after the proposed Utilisation; (C) in relation to the first Utilisation Date, all the representations and warranties in Clause 19 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor, the Servicer, the Collections Account Holder and the Transferor are correct true in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (cD) the Facility Senior Agent has received an officer’s certificate from executed copy of the Owner confirming that:Receivables Sale Agreement and any Offer in relation to such Utilisation; and (iE) save as permitted by subject to any netting agreement between the Finance DocumentsCovenantor and the Borrower, there have been no material amendments or variations agreed the Covenantor has advanced to the Related Contracts existing at such time Borrower sufficient Junior Loans to ensure that have not been agreed by the Facility Agent Covenantor is in accordance compliance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) Securitisation Regulation Deed of Covenant, and the Sponsor or (c) by any other party which might Covenantor is otherwise in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none compliance with the terms of the events mentioned Securitisation Regulation Deed of Covenant and will be in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to compliance immediately after the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Dateproposed Utilisation.

Further conditions precedent. The obligations Subject in the case of each Lender an Offer Loan to advance any Clause 4.4 (Offer Loans during the Availability Period), a Loan are subject may only be requested or drawn, and the Lenders will only be obliged to the further conditions precedent that comply with Clause 5.4 (Lenders’ participation), if on both the date of the Utilisation Request and on the proposed Utilisation Date for that LoanDate: (a) the Repeating Representations are correct no Change of Control as described in all material respectsClause 7.2 (Change of control) has occurred; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from in the Loan; (c) case of a Loan for the Facility Agent has received an officer’s certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent purposes set out in accordance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner paragraphs (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; andof Clause 3.1 (Purpose): (ivA) none the Company has confirmed that on or before the date falling two Business Days prior to the proposed Utilisation Date no Obligor is aware (whether by notice from a Finance Party or otherwise) of any event or circumstance which has or could reasonably be expected to have a material adverse effect on the ability of the events mentioned Company to perform its payment obligations under any Finance Document; (B) (in Clauses 18.6 (Insolvency)relation to any Loan prior to the Settlement Date) no corporate action, 18.7 legal proceeding or other procedure or step described in Clause 21.6 (Insolvency proceedings), 18.8 ) or process described in Clause 21.7 (Creditors’ process) has been taken in relation to the Shareholder Guarantor, and none of the circumstances described in Clause 21.5 (Insolvency) apply in relation to the Shareholder Guarantor, and the Company has confirmed in the relevant Utilisation Request that no Obligor is aware of any such occurrence, event or circumstances (and for the purposes of such confirmation and this sub-paragraph (B), 18.9 the Shareholder Guarantor shall be deemed to be an Obligor and Clauses 21.5 (Cessation of business), or 18.10 Insolvency) to 21.7 (Failure to pay final judgmentCreditors’ process) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicableshall be interpreted accordingly); and (dC) the Facility has been used to acquire Blue Shares pursuant to the Squeeze-out or the Sell-out in accordance with paragraph (a) of Clause 3.1 (Purpose), or the Facility Agent has confirmed that it has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability all of the obligations documents and other evidence listed in Part IV of Schedule 2 (Conditions precedent) in form and substance satisfactory to the parties to any Finance Document being delivered on such Utilisation Date.Facility Agent;

Further conditions precedent. The obligations obligation of each Lender to advance make any Loan are amount available under sub-clause 5.3 (Advance of Loans) is subject to the further conditions precedent that that: (a) on both the date of the Request request for a Loan and the Utilisation Date date for that Loanthe advance of the amount: (ai) the Repeating representations and warranties in sub-clause 14.1 (Representations and Warranties) to be repeated on those dates are correct in all material respectsand will be correct immediately after the Loan is made; (ii) no Event of Default or Potential Event of Default is continuing or would result from the making of the Loan; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Agent has received all other documents, opinions, certificates, consents assurances as it may reasonably request in connection with the Loan;; and (c) the Facility Borrower shall have paid to the Agent has received an officer’s certificate (or issued written instructions to the Agent for payment by way of deduction from the Owner confirming proceeds of the Loans) (i) the amounts stated in the Fee Letter to be payable by it; (ii) such of the legal fees and out-of-pocket expenses of the Lenders’ attorneys-at-law which are payable by the Borrower and which have been invoiced and (iii) all commitment, participation and/or agency fees and expenses (if any) due and payable by the Borrower to any of the Lenders or the Agent; (d) no event or circumstance has occurred and is continuing that, in the reasonable opinion of the Majority Lenders, would have a Material Adverse Effect; (e) there has been no material adverse circumstance, change or condition in or affecting: (i) the financial, economic, political or other condition of Jamaica or Caribbean region (or in the financial markets of any such countries or region) or in the international or regional markets for loans and debt securities for issuers from such countries or region; and (ii) the loan syndication, financial or capital markets generally that, in the sole judgment of the Arranger, could reasonably be expected to materially impair the syndication of the Facility without regard, in either case, to the effect of any such Material Adverse Change on the Borrower; (f) there shall be no Requirement of Law that would reasonably be expected: (i) to render the consummation of any of the transactions contemplated by any of the Loan Documents by any of the parties thereto illegal; or (ii) to restrain, prevent or impose materially adverse conditions on such transactions, (g) the Lenders shall have completed a due diligence investigation (including all legal, regulatory and financial reviews) of the Borrower in scope, and with results, satisfactory to the Lenders, and nothing shall have come to the attention of the Lenders during the course of such due diligence investigation to lead them to reasonably believe that any information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of the Loan Documents or delivered pursuant to the terms of the Loan Documents was or has become misleading, incorrect or incomplete in any material respect prior to the Date of Disbursement; (h) each of the Loan Documents shall have been duly executed, stamped and delivered by each of the parties thereto and shall be in full force and effect: (i) all governmental and third-party consents, approvals, authorizations, rights, licenses, permits, registrations, and any other regulatory approvals required in connection with the execution of the proposed loan facility and required to perform the activities and programs Borrower is currently conducting in connection with the project as at the date hereof, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect and all applicable waiting periods shall have expired without any action being taken by any competent authority; (j) there shall exist no action, suit, investigation, litigation or proceeding pending or threatened in court or before any arbitrator or governmental instrumentality of which the Borrower is aware that: (i) save as permitted by the Finance Documents, there would reasonably likely have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement;a Material Adverse Effect; or (ii) no Related Contracts have been rescinded affects adversely or terminated purports to adversely affect any of the transactions contemplated by any party to themthe Loan Documents; (iiij) no action has been taken by (a) as applicable, the Owner (b) Borrower shall have delivered to the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none Agent a Note compliant with clause 10A payable to each of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), Lenders in respect of any such Lender’s portion of each of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); andLoans to be disbursed; (dk) the Facility Agent has received such other documents whichBorrower shall have established the Debt Service Reserve Account; (1) the Borrower shall have completed FATCA Certification forms, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Dateas applicable.

Further conditions precedent. The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all material respects;; Samsung to confirm - see Article II paragraph 5(c) of the Shipbuilding Contract. (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) the Facility Agent has received an officer’s 's certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner or (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ ' process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s 's knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.

Further conditions precedent. The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) the Facility Agent has received an officer’s certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; 1 Samsung to confirm – see Article II paragraph 5(c) of the Shipbuilding Contract. (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.

Further conditions precedent. The obligations of each Lender Lenders will only be obliged to advance any Loan are subject to comply with Clause 5 (Utilisation) if on the further conditions precedent that on both the date of the Request and the proposed Utilisation Date for that LoanDate: (a) no Default is continuing or would result from the Repeating Representations are correct in all material respectsproposed Utilisation; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loanrepresentations in Clause 18 (Representations) to be made by the Borrower are true in all material respects; (c) the Facility Agent has received an officer’s certificate from not later than five (5) Business Days prior to the Owner confirming that:proposed Utilisation Date; (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent documents listed in accordance with the terms of this Agreement; Schedule 3 (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicableDocuments Required for Utilisation); and (ii) a confirmation from Supplier (a copy of which has been delivered to the Borrower) that (x) in the case of the proposed first Utilisation only, it has received the 15% advance payment pursuant to the Contract and (y) in the case of all proposed Utilisations it has duly delivered to the Borrower the relevant invoice with respect to the proposed Utilisation and (except in a case where the Milestone Certificate already confirms the absence of any dispute) that it has not been notified in the ten (10) days following such delivery of any dispute relating to the payment of the invoiced amount, in each case in accordance with the Contract. (d) the COFACE Cover remains in full force and effect and not suspended or cancelled, and the Facility Agent has received such other documents whichis, based on legal advice received from in its sole discretion, satisfied that all conditions of the relevant advisers referred COFACE Cover with respect to in this Agreement and of the credit insurance cover with respect to this Agreement are necessary fully fulfilled and that the credit insurance coverage will apply to evidence such Utilisation under this Agreement; and (e) the legalityContract is in full force and effect, validity has not been suspended, interrupted, cancelled or terminated, amended or modified (otherwise than as authorised under this Agreement); no arbitration or other legal proceedings have been initiated between the Borrower and enforceability the Supplier in respect of the obligations of Contract and neither the parties Borrower nor the Supplier have taken any action to any Finance Document being delivered on such Utilisation Datesuspend the Contract.

Further conditions precedent. The obligations of each Lender Lenders will only be obliged to advance any Loan are subject to comply with Clause 5 (Utilisation) if on the further conditions precedent that on both the date of the Request and the proposed Utilisation Date for that LoanDate: (a) no Default is continuing or would result from the Repeating Representations are correct in all material respectsproposed Utilisation; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loanrepresentations in Clause 18 (Representations) to be made by the Borrower are true in all material respects; (c) the Facility Agent has received an officer’s certificate from not later than five (5) Business Days prior to the Owner confirming thatproposed Utilisation Date: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent documents listed in accordance with the terms of this Agreement; Schedule 3 (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicableDocuments Required for Utilisation); and (ii) a confirmation from Supplier (a copy of which has been delivered to the Borrower) that (x) in the case of the proposed first Utilisation only, it has received the 15% advance payment pursuant to the Contract and (y) in the case of all proposed Utilisations it has duly delivered to the Borrower the relevant invoice with respect to the proposed Utilisation and not been notified in the ten (10) days following such delivery of any dispute relating to the payment of the invoiced amount, in each case in accordance with the Contract. (d) the COFACE Cover remains in full force and effect and not suspended or cancelled, and the Facility Agent has received such other documents whichis, based on legal advice received from in its sole discretion, satisfied that all conditions of the relevant advisers referred COFACE Cover with respect to in this Agreement and of the credit insurance cover with respect to this Agreement are necessary fully fulfilled and that the credit insurance coverage will apply to evidence such Utilisation under this Agreement; and (e) the legalityContract is in full force and effect, validity has not been suspended, interrupted, cancelled or terminated, amended or modified (otherwise than as authorised under this Agreement); no arbitration or other legal proceedings have been initiated between the Borrower and enforceability the Supplier in respect of the obligations of Contract and neither the parties Borrower nor the Supplier have taken any action to any Finance Document being delivered on such Utilisation Datesuspend the Contract.

Further conditions precedent. The obligations of each (a) Subject to Clause 4.1 (Initial conditions precedent), the Lender will only be obliged to advance any Loan are subject to the further conditions precedent that comply with Clause 5.4 (Lender’s obligations) if on both the date of the Utilisation Request (in respect of paragraph (i) and (ii) below) and on the proposed Utilisation Date for that Loan:(in respect of paragraph (i), (ii) and (iii) below): (a) the Repeating Representations are correct in all material respects; (bi) no Major Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding continuing or would result from the proposed Loan; (cii) all the Major Representations are true; and (iii) the Facility Agent Lender has received an officer’s certificate from the Owner confirming thatBorrower: (iA) save as permitted by a certified copy of the Finance Documentsregister of members of the Borrower evidencing that the Sponsors, there in aggregate, are the beneficial owners of the entire Equity Interest of the Borrower and that the shares of the Borrower issued to the Sponsors have been validly issued and fully paid up; (B) the relevant bank receipt evidencing that the Sponsors and/or their Affiliates have made irrevocable wire transfers (as equity capital contribution and/or Subordinated Indebtedness) in an aggregate principal amount of no material amendments or variations agreed less than the difference between the Acquisition Consideration and the Total Commitment; and (C) a letter in the Agreed Form and signed by an authorized signatory of the Borrower confirming that: (x) all the conditions precedent to the Related Contracts existing at such time that Merger have not been agreed by the Facility Agent satisfied or waived in accordance with the terms of this Agreementthe Acquisition Agreement and the Articles of Merger has been filed with Secretary of State of the State of Nevada (and attaching the stamped Articles of Merger); (y) the Acquisition Agreement remains in full force and effect and has not been rescinded or repudiated by any party to it; and (z) the Acquisition Effective Time has occurred. (b) During the Availability Period (save in circumstances where, pursuant to paragraph (a) above, the Lender is not obliged to comply with Clause 5.4 (Lender’s obligations) and subject as provided in Clause 7.1 (Illegality) and unless any of the circumstances or events described in Clause 8.1 (Exit) has arisen or occurred), the Lender shall not be entitled to: (i) cancel any portion of the Total Commitment; (ii) no Related Contracts rescind, terminate or cancel this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have been rescinded to the extent that to do so would prevent or terminated by any party to themlimit the making of the Utilisation; (iii) no action has been taken by (a) refuse to make the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; andUtilisation; (iv) none exercise any right of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), set-off or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), counterclaim in respect of any a Utilisation to the extent that to do so would prevent or limit the making of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable)Utilisation; andor (dv) the Facility Agent has received such other documents whichcancel, based on legal advice received from the relevant advisers referred to in accelerate or cause repayment or prepayment of any amounts owing under this Agreement are necessary or under any other Finance Document to evidence the legality, validity and enforceability extent that to do so would prevent or limit the making of the obligations Utilisation, provided, that immediately upon the expiry of the parties Availability Period all such rights, remedies and entitlements shall be available to any Finance Document being delivered on such Utilisation Datethe Lender notwithstanding that they may not have been used or been available for use during the Availability Period.

Further conditions precedent. The obligations of each Lender Lenders will only be obliged to advance comply with Clause 6.4 (Lenders’ participation) in relation to any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loanif: (a) on the Repeating Representations are correct in all material respects;date of the Utilisation Request (relating to such Loan) and on the proposed Utilisation Date (for such Loan): (bi) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding continuing or would result from the such proposed Loan; (c) the Facility Agent has received an officer’s certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated the representations and/or warranties to be repeated by any party or all of the Obligors under any or all of the Finance Documents upon the date of such Utilisation Request or such Utilisation Date are true in all material respects (whether before or after giving effect to themthe proposed Loan); and (iii) no Exit Event has occurred; and (b) in the case of any Loan under any Tranche (other than Tranche One): (i) the Borrower shall have, on or prior to the delivery of the Utilisation Request for such Loan, delivered to the Facility Agent all of the documents and evidence set out in Schedule 12 (Conditions Precedent for subsequent Tranches); (ii) in respect of such Tranche (each in form and substance satisfactory to the Facility Agent); (iii) no action has been taken by the Arranger shall have confirmed to the Facility Agent in writing that it consents to the making of such Loan (a) provided that it is acknowledged that the Owner (b) the Sponsor Arranger shall be entitled to grant or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any partwithhold such consent at its discretion); and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based (acting on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability instructions of the obligations Majority Lenders) and the Borrower shall have agreed in writing amendments to the provisions of Clause 20.2 (Financial condition) to reflect the parties making of such Loan under such Tranche (and such amendments are expressly stated to any Finance Document being delivered on reflect the making of such Utilisation DateLoan under such Tranche).

Further conditions precedent. The obligations of each Lender Lenders will be obliged to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loancomply with Clause 5.4 (Lenders' participations) only if: (a) on the date of the Utilisation Request and on the proposed Utilisation Date: (i) in the case of a Facility B Rollover Loan, no Rollover Termination Event has occurred; and (ii) in the case of any other Loan, no Default is continuing or would reasonably be expected to result from the proposed Loan; (b) on the date of the Utilisation Request and on the proposed Utilisation Date of a Loan other than a Facility B Rollover Loan, the Repeating Representations are correct true in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) on the Facility Agent has received an officer’s certificate from the Owner confirming thatfirst Utilisation Date: (i) save as permitted the Borrower delivers (or procures that the Existing Facilities Agent delivers) the following documents to the Agent: (A) the original Development Agreement and the original Supplemental Agreement, each duly executed by the Finance Documents, there have been no material amendments parties to it; (B) the notices of charge or variations agreed to the Related Contracts existing at such time that have not been agreed assignment signed by the Borrower, all as required by the Assignment of Insurances, the Assignment of Proceeds and the Debenture; and (C) the notice signed by the Borrower and the acknowledgement of such notice signed by the Head Lessor, as required by the Assignment of Development Agreement; and (ii) the Agent receives evidence reasonably satisfactory to it that the Existing Facilities Security will be unconditionally discharged and released by the close of business in Singapore on the first Utilisation Date; (d) on the proposed Utilisation Date of a Facility Agent in accordance with C Loan, the terms aggregate of: (i) the principal amount of this Agreementthat proposed Facility C Loan; (ii) no Related Contracts have been rescinded or terminated by any party to them;all other Facility C Loans then outstanding; and (iii) no action has been taken by all Incremental Indebtedness then outstanding, does not exceed S$1,000,000,000 (a) the Owner (b) the Sponsor or (c) by any other party which might its equivalent in any way render any Related Contract inoperative another currency or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicablecurrencies); and (de) on the proposed Utilisation Date of a Facility C Loan, the ratio of: (i) the Facility Agent has received such other documents which, based on legal advice received from aggregate of: (A) the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability Debt as of the obligations of the parties to any Finance Document being delivered last Relevant Date falling on such or before that proposed Utilisation Date; and (B) the principal amount of that proposed Facility C Loan, (ii) the Consolidated Adjusted EBITDA for the Relevant Period ending on the Relevant Date described in paragraph (e)(i)(A) above, (1) (in the case where that proposed Utilisation Date falls on or before 30 September 2019) less than or equal to 3.50 to 1; and (2) (in the case where that proposed Utilisation Date falls after 30 September 2019) less than or equal to 3.00 to 1, as evidenced by a Compliance Certificate delivered to the Agent on or before the date of such incurrence, setting out (in reasonable detail) computations as to compliance with the above ratio.

Further conditions precedent. The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) the Facility Agent has received an officer’s certificate from the Owner confirming that: (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; 1 Samsung to confirm — see Article II paragraph 5(c) of the Shipbuilding Contract. (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.

Further conditions precedent. The obligations of each Lender Senior Lenders will only be obliged to advance any Loan are subject to the further conditions precedent that comply with Clause ‎6.4 (Senior Lenders' participation) if on both the date of the Utilisation Request and on the proposed Utilisation Date for that LoanDate: (aA) no Default is continuing or would result from the proposed Utilisation; (B) the Senior Agent has received from the Borrower a confirmation that at such time as the proposed Utilisation Date (on the basis that the Utilisation is made and any repayment then due has been made): (1) the Borrowing Base is such that the Utilisation can be made in accordance with Clause ‎6.3 (Currency and amount); (2) no Trigger Event has occurred and is continuing or would be triggered as a result of the Utilisation; and (3) the Senior Advance Rate Test is met as at the Cut-Off Date in respect of the proposed Utilisation and will continue to be met immediately after the proposed Utilisation; (C) in relation to the first Utilisation Date, all the representations and warranties in Clause ‎19 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor, the Servicer, the Collections Account Holder and the Transferor are correct true in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (cD) the Facility Senior Agent has received an officer’s certificate from executed copy of the Owner confirming that:Receivables Sale Agreement and any Offer in relation to such Utilisation; and (iE) save as permitted by subject to any netting agreement between the Finance DocumentsCovenantor and the Borrower, there have been no material amendments or variations agreed the Covenantor has advanced to the Related Contracts existing at such time Borrower sufficient Junior Loans to ensure that have not been agreed by the Facility Agent Covenantor is in accordance compliance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) CRR Undertaking, and the Sponsor or (c) by any other party which might Covenantor is otherwise in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none compliance with the terms of the events mentioned CRR Undertaking and will be in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to compliance immediately after the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Dateproposed Utilisation.

Further conditions precedent. The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan: (a) the Repeating Representations are correct in all material respects; (b) no Default or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from the Loan; (c) the Facility Agent has received an officer’s certificate from the Owner confirming that: 1 Samsung to confirm — see Article II paragraph 5(c) of the Shipbuilding Contract. (i) save as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by the Facility Agent in accordance with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any part; and (iv) none of the events mentioned in Clauses 18.6 (Insolvency), 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Date.

Further conditions precedent. The obligations Subject (save in the case of each Lender paragraph (e) below) to advance any Loan are subject Clause 4.5 (Utilisations during the Certain Funds Period), the Lenders will only be obliged to the further conditions precedent that comply with Clause 5.4 (Lenders’ participation) if on both the date of the Utilisation Request and on the proposed Utilisation Date for that LoanDate: (a) in the Repeating Representations are correct case of a Rollover Loan, no demand or notice has been made or given under Clause 29.19 (Acceleration), and in all material respectsthe case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (b) no Default in the case of an Uncommitted ACR Facility Loan: (i) 75 per cent. of the ACR Financing Facility has been or Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or would result from will (taking into account any simultaneous Utilisation thereof) be utilised; (ii) if applicable, the LoanMargin on the ACR Financing Facility has been increased on terms satisfactory to the Facility Agent (acting reasonably) in accordance with paragraph (vi) of the definition of “Margin”; and (iii) the conditions set forth in paragraph (a)(vii) of Clause 5.2 (Completion of a Utilisation Request for Loans) are satisfied; (c) in relation to any Utilisation, the Repeating Representations to be made by each Obligor are true and correct in all material respects (and will be true and correct immediately after the making of the relevant Utilisation); (d) none of the circumstances described in paragraphs (a)(i), (ii), (iii) or (iv) of Clause 4.5 (Utilisations during the Certain Funds Period) apply; (e) the Facility Agent has received an officer’s certificate from is satisfied (acting reasonably) that the Owner confirming that: (i) save requirements of Russian exchange control laws and regulations as permitted by the Finance Documents, there have been no material amendments or variations agreed to the Related Contracts existing at such time that have not been agreed by between the Facility Agent and the Senior Borrower have been and will be complied with in accordance connection with the terms of this Agreement; (ii) no Related Contracts have been rescinded or terminated by any party to them; (iii) no action has been taken by (a) the Owner (b) the Sponsor or (c) by any other party which might in any way render any Related Contract inoperative or unenforceable, in whole or in any partproposed Utilisation; and (ivf) none any Utilisation of the events mentioned in Clauses 18.6 (Insolvency)Revolving Facility or any Ancillary Facility, 18.7 (Insolvency proceedings), 18.8 (Creditors’ process), 18.9 (Cessation of business), or 18.10 (Failure to pay final judgment) has occurred, to the best of the Owner’s knowledge and belief (acting with the proper due diligence), in respect of any of the Refund Guarantor, the Builder, the Manager, the Charterer Parent (if applicable) or the Charterer (if applicable); and paragraphs (d) the Facility Agent has received such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and (e) of Clause 5.3 (Currency and amount) are necessary to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on such Utilisation Datesatisfied.