Common use of Conditions Precedent to Drawdown of the Loan Clause in Contracts

Conditions Precedent to Drawdown of the Loan. The obligation of the Lender to make the Loan available to the Borrowers under this Agreement shall be expressly subject to the following conditions precedent: (a) the Lender shall have received the following documents in form and substance satisfactory to the Lender and counsel to the Lender: (i) copies, certified as true and complete by an officer of each of the Borrowers, of the resolutions of each such company's board of directors (and, if any necessary under appropriate law, shareholders) evidencing approval of the Transaction Documents to which such company is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf; (ii) copies, certified as true and complete by an officer of each of the Borrowers or other applicable party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrowers, as may be required by the Lender), approvals or consents with respect to this Agreement and the transactions contemplated hereby and thereby; (iii) copies, certified as true and complete by an officer of each of the Borrowers of the articles or certificate of incorporation and by-laws (or the equivalent thereof) of each thereof; (iv) good standing certificates or the equivalent thereof with respect to each of the Borrowers issued by the appropriate authorities of the respective jurisdiction of incorporation of such parties; and (b) the Lender shall have received evidence satisfactory to the Lender and counsel to the Lender that all conditions precedent required pursuant to Clause 4 of the Reimbursement Agreement have been satisfied; (c) each Borrower shall have duly executed and delivered this Agreement; (d) the Guarantor shall have duly executed and delivered the Letter of Guarantee; (e) the Lender shall have received payment in full of all fees and expenses due to the Lender on the date thereof including, without limitation, all fees and expenses due under Clause 13 hereof; (f) the Borrowers shall have provided such evidence as the Lender may require documenting the current legal and beneficial ownership of the shares of the Borrowers; and (g) Norton Xxxxx & Co., special counsel to the Lender on matters of Australian law, shall have advised the Lender that the Borrower has complied with, or made satisfactory arrangement for compliance with, the requirements of clauses 4.1(a) through (f).

Conditions Precedent to Drawdown of the Loan. The obligation of the Lender Lenders to make the Loan available to the Borrowers under this Agreement shall be expressly subject to the following conditions precedent: (a) the Lender Agent shall have received the following documents in form and substance satisfactory to the Lender Agent and counsel to the LenderLenders: (i) copies, certified as true and complete by an officer of each of the Borrowers, the Guarantor and Palm Shipping of the resolutions of each such company's board of directors (and, if any necessary under appropriate law, shareholders) evidencing approval of the Transaction Documents to which such company is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf; (ii) copies, certified as true and complete by an officer of each of the Borrowers Borrower, the Guarantor and Palm Shipping or other applicable party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the Borrowers, the Guarantor and Palm Shipping as may be required by the LenderLenders), approvals or consents with respect to this Agreement Agreement, the Note, the Security Documents and the transactions contemplated hereby and thereby; (iii) copies, certified as true and complete by an officer of each of the Borrowers Borrowers, the Guarantor and Palm Shipping, of the articles or certificate of incorporation and by-laws (or the equivalent thereof) of each thereof; (iv) good standing certificates or the equivalent thereof with respect to each of the Borrowers Borrowers, the Guarantor and Palm Shipping issued by the appropriate authorities of the respective jurisdiction of incorporation of such parties; and (v) copies, certified as true and complete by an officer of the relevant Borrower, of the Charter and Management Agreement relating to its Vessel. (b) the Lender Agent shall have received evidence satisfactory to the Lender Agent and counsel to the Lender that all conditions precedent required pursuant to Clause 4 Lenders that: (i) each of the Reimbursement Agreement Vessels is registered in the name of such Borrower listed opposite its name in Schedule 1 under Liberian flag and that each such Vessel is free and clear of all liens and encumbrances of record except for the Mortgage thereon in favor of the Security Trustee; (ii) each Vessel is classed in the highest classification and rating for vessels of the same age and type with the classification society listed next to the Vessel in Schedule 1 or such other classification society acceptable to the Lenders without any material outstanding recommendations; (iii) each Vessel is operationally seaworthy and in every way fit for service; and (iv) each Vessel is insured in accordance with the provisions of its respective Mortgage (evidence of which shall include, without limitation, cover notes, Certificates of Entry and brokers' letters of undertaking and an opinion of an independent insurance consultant retained by the Lenders or such other evidence as shall be reasonably satisfactory to the Lenders) and all requirements thereof in respect of such insurances have been satisfiedfulfilled; (c) each Borrower shall have duly executed and delivered this Agreementdelivered: (i) the Note, (ii) the Mortgage relating to its Vessel, (iii) the Insurances Assignment relating to its Vessel, (iv) the Earnings Assignment relating to its Vessel, and (v) the applicable Assignment Notices; (d) the Guarantor shall have duly executed and delivered the Letter of GuaranteeGuaranty; (e) Palm Shipping shall have duly executed and delivered the Lender Consents; (f) each of the Charters shall be in form and substance satisfactory to the Lenders; (g) the Agent and the Lenders shall have received payment in full of all fees and expenses due to the Lender Agent and the Lenders on the date thereof including, without limitation, all fees and expenses due under Clause 13 hereof; (fh) the Borrowers Lenders shall have provided such received evidence satisfactory to it and its legal advisers that, save for the liens created by the respective Mortgage, Earnings Assignment and Insurances Assignment, there are no liens, charges or encumbrances of any kind whatsoever on any Vessel or its earnings or insurances except as the Lender may require documenting the current legal and beneficial ownership permitted hereby or by any of the shares Security Documents; (i) the Lenders shall be satisfied that none of the Borrowers; andBorrowers or, the Guarantor, or Palm Shipping is subject to any Environmental Claim which could have a material adverse effect on the business, assets or results of operations of any thereof; (gj) Norton Xxxxx the Lenders shall have received a complete copy of (i) the consolidated audited financial report of the Guarantor for the year ending March 31, 1996, and (ii) the consolidated unaudited financial report of the Guarantor for the fiscal quarter ending June 30, 1996, each of which shall include at least the balance sheet of such corporation as of the end of such year and the related statements of income, cash flow and retained earnings for such year all in reasonable detail, and which, in the case of the annual report of the Guarantor, shall be certified by an Acceptable Accounting Firm, together with their opinion (containing no qualifications which the Lenders deem material); (k) the Lenders shall have received opinions from (i) Waxxxx, Xxxxxx & Co.Wixxxxxx, counsel to the Borrowers and the Guarantor on matters of New York law, the Federal law of the United States and Liberian law, (ii) Sexxxx & Kixxxx, special counsel to the Lender on Lenders, in each case in such form as the Lenders may require, as well as such other legal opinions as the Lenders shall require as to all or any matters under the laws of Australian law, shall have advised the Lender that the Borrower has complied with, or made satisfactory arrangement for compliance withUnited States of America, the requirements State of clauses 4.1(a) through (f)New York, the Republic of Liberia and other applicable jurisdictions covering the representations and conditions which are the subjects of Clauses 2 and 4.

Conditions Precedent to Drawdown of the Loan. The obligation of the Lender to make the Loan available to the Borrowers Borrower under this Agreement shall be expressly subject to the following conditions precedent: (a) the Lender shall have received the following documents in form and substance satisfactory to the Lender and counsel to the Lender: (i) copies, certified as true and complete by an officer of each of the BorrowersBorrower, of the resolutions of each such company's its board of directors (and, if any necessary under appropriate law, shareholders) evidencing approval of the Transaction Documents to which such company is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf; (ii) copies, certified as true and complete by an officer of each of the Borrowers Borrower or other applicable party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the BorrowersBorrower, as may be required by the Lender), approvals or consents with respect to this Agreement and the transactions contemplated hereby and thereby; (iii) copies, certified as true and complete by an officer of each of the Borrowers Borrower of the articles or certificate of incorporation and by-laws (or the equivalent thereof) of each thereof;; and (iv) good standing certificates certificate or the equivalent thereof with respect to each of the Borrowers Borrower issued by the appropriate authorities of the respective jurisdiction of incorporation of such partiesthereof; and (b) the Lender shall have received evidence satisfactory to the Lender and counsel to the Lender that all conditions precedent required pursuant to Clause 4 of the Reimbursement Agreement have been satisfied; (c) each the Borrower shall have duly executed and delivered this Agreement; (d) the Guarantor Rabobank Curacao shall have duly executed and delivered the Letter of GuaranteeSecurity Document; (e) the Lender shall have received payment in full of all fees and expenses due to the Lender on the date thereof including, without limitation, all fees and expenses due under Clause 13 hereof; (f) the Borrowers Borrower shall have provided such evidence as the Lender may require documenting the current legal and beneficial ownership of the shares of the Borrowers; and (g) Norton Xxxxx & Co., special counsel to the Lender on matters of Australian law, shall have advised the Lender that the Borrower has complied with, or made satisfactory arrangement for compliance with, the requirements of clauses 4.1(a) through (f).Borrower;

Conditions Precedent to Drawdown of the Loan. The obligation of the Lender to make the Loan available to the Borrowers Borrower under this Agreement shall be expressly subject to the following conditions precedent: (a) the Lender shall have received the following documents in form and substance satisfactory to the Lender and counsel to the Lender: (i) copies, certified as true and complete by an officer of each of the BorrowersBorrower, of the resolutions of each such company's its board of directors (and, if any necessary under appropriate law, shareholders) evidencing approval of the Transaction Documents to which such company is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf; (ii) copies, certified as true and complete by an officer of each of the Borrowers Borrower or other applicable party, of all documents evidencing any other necessary action (including actions by such parties thereto other than the BorrowersBorrower, as may be required by the Lender), approvals or consents with respect to this Agreement and the transactions contemplated hereby and thereby; (iii) copies, certified as true and complete by an officer of each of the Borrowers Borrower of the articles or certificate of incorporation and by-laws (or the equivalent thereof) of each thereof; (iv) good standing certificates certificate or the equivalent thereof with respect to each of the Borrowers Borrower issued by the appropriate authorities of the respective jurisdiction of incorporation of such partiesthereof; and (v) evidence that the Borrower is registered as a foreign corporation in Australia; and (b) the Lender shall have received evidence satisfactory to the Lender and counsel to the Lender that all conditions precedent required pursuant to Clause 4 of the Reimbursement Agreement have been satisfied; (c) each the Borrower shall have duly executed and delivered this Agreement; (d) the Guarantor shall have duly executed and delivered the Letter of Guarantee; (e) the Lender shall have received payment in full of all fees and expenses due to the Lender on the date thereof including, without limitation, all fees and expenses due under Clause 13 hereof; (f) the Borrowers Borrower shall have provided such evidence as the Lender may require documenting the current legal and beneficial ownership of the shares of the BorrowersBorrower; (g) Xxxxxx, Xxxxxx & Xxxxxxxx, counsel to the Borrower on matters of Liberian law, shall have provided a legal opinion with respect to the laws of the United States, New York and Liberia acceptable to the Lender; and (gh) Norton Xxxxx & Co., special counsel to the Lender on matters of Australian corporate law, shall have advised provided a legal opinion with respect in Australian law acceptable to the Lender that the Borrower has complied with, or made satisfactory arrangement for compliance with, the requirements of clauses 4.1(a) through (f)Lender.