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

Conditions Precedent to the Funding of the Loan. Each Lender’s obligation to proceed forward with this transaction and to fund the Loan is subject to satisfaction of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which the Borrower and/or the Guarantor is a party shall be pending or threatened before any court, governmental agency or arbitrator which could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement, any Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (b) the Administrative Agent and each Lender shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) certified copies of the Articles of Incorporation and Bylaws of the Borrower and the authorizations of the Borrower’s Board of Directors approving this Agreement, the Notes and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Borrower and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Notes or the other Loan Documents or any other agreement to which the Borrower is a party and evidence of the Borrower’s date of incorporation and good standing, and (ii) certified copies of the Certificate of Formation and Operating Agreement of the Guarantor and the authorizations of the Guarantor’s Board of Managers approving this Agreement, the Guaranty and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Guarantor and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Guaranty or the other Loan Documents or any other agreement to which the Guaranty is a party and evidence of the Guarantor’s date of formation and good standing; (c) the Borrower shall have executed by a Responsible Officer and delivered, or caused the Guarantor to have executed by a Responsible Officer and delivered, to the Administrative Agent and each Lender, the following documents to which it is a party: (i) the Loan Notice, properly addressed to the Administrative Agent, requesting the Lenders to fund the Loan and specifying how the proceeds of the Loan are to be disbursed; (ii) the Notes; (iii) the Fleet Mortgage (iv) the Guaranty; (v) the UCC-1 financing statement to be filed with the Secretary of the State of Delaware; (vi) satisfaction of mortgages or releases of claims, duly executed by each Person having a preferred ship mortgage or Lien over any of the Vessels, in form acceptable for filing with NVDC, releasing its various mortgages or Liens on the Vessels, as applicable; and (vii) UCC-3 termination statements executed and delivered by any Person currently holding an interest, if any, in and to any of the Collateral. (d) the Administrative Agent and each Lender shall have received copies of all consents and approvals necessary in connection with the Borrower’s execution and delivery of this Agreement and each of the other Loan Documents to which it is a party; (e) the Administrative Agent shall have received payment in full of all fees and expenses due the Administrative Agent, including payment of its documentation fee in the amount of $10,000, and reimbursement of the Administrative Agent’s reasonable and documented out-of-pocket legal fees and expenses, appraisal fees and other processing costs; (f) the Administrative Agent shall have received evidence satisfactory to it and its counsel that each Vessel and the Equipment is insured in accordance with the provisions hereof, and all requirements in respect of such Insurances have been fulfilled; (g) the Administrative Agent shall have received such other certificates, documents and instruments relating to the transactions contemplated by this Agreement as may have been reasonably requested by the Administrative Agent; (h) no law, regulation or ruling (including, without limitation, any trade sanction laws and regulations applicable to any Lender) shall prevent any Lender from entering into the transactions contemplated hereby or shall affect the ability of the Borrower to perform any of its obligations under the Loan Documents; and (i) No Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Article, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in this Article have been satisfied on and as of the date of the Loans.

Conditions Precedent to the Funding of the Loan. Each The Lender’s obligation to proceed forward with this transaction and to fund the Loan is subject to the Lender’s satisfaction of the following conditions precedent: “ . The Lender’s obligation to proceed forward with this transaction and to fund the Loan is subject to the Lender’s satisfaction of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which the Borrower and/or the Guarantor is a party shall be pending or threatened before any court, governmental agency authority or arbitrator which which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement, any the Note, any of the other Loan Documents or the consummation of any of the transactions contemplated hereby or thereby; (b) the Administrative Agent and each Lender shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) certified copies of the Articles of Incorporation and Bylaws of the Borrower and the authorizations of the Borrower’s Board of Directors approving this Agreement, the Notes and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Borrower and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Notes or the other Loan Documents or any other agreement to which the Borrower is a party and evidence of the Borrower’s date of incorporation and good standing, and (ii) certified copies of the Certificate of Formation and Operating Agreement of the Guarantor and the authorizations of the Guarantor’s Board of Managers approving this Agreement, the Guaranty and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Guarantor and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Guaranty or the other Loan Documents or any other agreement to which the Guaranty is a party and evidence of the Guarantor’s date of formation and good standing; (c) the Borrower shall have executed by a Responsible Officer and delivered, or caused the Guarantor cause to have be executed by a Responsible Officer and delivered, to the Administrative Agent and each Lender, each of the following documents to which it is a party:documents: 4841-9325-3354 (i) the Loan Drawdown Notice, properly addressed to the Administrative AgentLender, requesting the Lenders Lender to fund the Loan and specifying the date on such Loan is to be funded and how the proceeds of the Loan thereof are to be disbursed; (ii) the NotesNote; (iii) the Fleet Mortgage; (iv) the GuarantyUCC-1 Financing Statement, naming the Borrower, as debtor, and the Lender, as secured party; (v) an Assignment of Earnings with respect to the UCC-1 financing statement to be filed with the Secretary of the State of DelawareVessel; (vi) satisfaction an Earnings Account Pledge, along with copies of mortgages or releases the deposit account agreement and deposit account control agreement entered into by the Borrower with the Account Bank in order to perfect the Lender’s lien on the Earnings Account; (vii) an Assignment of claimsInsurances with respect to the Vessel; (viii) a certified true copy of the Time Charter; (ix) an Assignment of Time Charter along with the Time Charterer’s consent thereto; (x) the Stock Pledge Agreement, duly executed by each Person having a preferred ship mortgage or Lien over any Bulk Fleet, along with delivery of the VesselsPledged Shares and irrevocable stock powers duly endorsed in blank; (xi) a copy of the Provisional Certificate of Registry for the Vessel; (xii) a copy of the Temporary Radio Station License for the Vessel; (xiii) copies of the other documents issued by or on behalf of the Panamanian Maritime Authority with respect to the preliminary registration of title to the Vessel and of the Mortgage; (xiv) a Certificate of Ownership and Encumbrances evidencing the recording of the Mortgage and showing the Vessel to be free and clear of all recorded liens and encumbrances other than the Mortgage and certain Permitted Liens; (xv) copies of the cover notes, letters of undertaking and certificates of entry evidencing the Insurances covering the Vessel; (xvi) written advice from the Borrower’s insurance brokers of the Insurances currently in place with respect to the Vessel and of the amount of coverage provided; (xvii) an agreement by the Borrower’s insurance brokers, in form acceptable and substance satisfactory to the Lender, which states that the Insurances of the Vessel and the claims thereunder will not be affected by non-payment of premiums on any other insurances; 4841-9325-3354 (xviii) a copy of the current Confirmation of Class for filing with NVDC, releasing its various mortgages or Liens on the Vessels, as applicableVessel; and (viixix) UCC-3 termination statements executed and delivered by any Person currently holding an interest, if any, in and to any copies of the Collateral. (d) Appraisals, showing the Administrative Agent and each Lender shall have received copies Vessel as having an aggregate Fair Market Value in excess of all consents and approvals necessary in connection with the Borrower’s execution and delivery of this Agreement and each of the other Loan Documents to which it is a partyUSD $17,800,000; (ec) the Administrative Agent Borrower shall have received payment paid in full of all fees and expenses due (including the Administrative Agent, including payment of its documentation fee in Structuring Fee and the amount of $10,000, and reimbursement of the Administrative Agent’s reasonable and documented out-of-pocket legal fees and expenses, appraisal fees and other processing costsexpenses due to the Lender’s counsel) due by it in connection with this transaction; (f) the Administrative Agent shall have received evidence satisfactory to it and its counsel that each Vessel and the Equipment is insured in accordance with the provisions hereof, and all requirements in respect of such Insurances have been fulfilled; (g) the Administrative Agent shall have received such other certificates, documents and instruments relating to the transactions contemplated by this Agreement as may have been reasonably requested by the Administrative Agent; (hd) no law, regulation or ruling (including, without limitation, any trade sanction Sanctions laws and regulations applicable to any the Lender) shall prevent any the Lender from entering into the transactions contemplated hereby or shall affect the ability of the Borrower to perform any of its obligations hereunder or under each of the other Loan Documents; andDocuments to which it is a party; (ie) No no Default or Event of Default shall have occurred and be continuing. Without limiting ; and (f) the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Article, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice opinions from such Lender prior counsel to the proposed Closing Date specifying Borrower and Guarantors, in form and substance acceptable to it, covering, among other things, such parties’ status and in good standing under the laws of jurisdiction of its objection thereto. The incorporation or formation, the Borrower’s eligibility to operate the Vessel under Panamanian flag, the parties’ due authorization, execution and delivery of each of the Loan Notice submitted Documents to which they are parties, the enforceability of such Loan Documents and the perfection of all liens and security interests granted by the Borrower shall be deemed and others to be a representation the Lender hereunder and warranty that the conditions specified in this Article have been satisfied on and as of the date of the Loansthereunder.

Conditions Precedent to the Funding of the Loan. Each The Lender’s obligation to proceed forward with this transaction and to fund the Loan is subject to the Lender’s satisfaction of the following conditions precedent: “ . The Lender’s obligation to proceed forward with this transaction and to fund the Loan is subject to the Lender’s satisfaction of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which the either Borrower and/or the Guarantor is a party shall be pending or threatened before any court, governmental agency authority or arbitrator which which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or that purports to affect the legality, validity or enforceability of this Agreement, any the Note, any of the other Loan Documents or the consummation of any of the transactions contemplated hereby or thereby; (b) the Administrative Agent and each Lender shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) certified copies of the Articles of Incorporation and Bylaws of the Borrower and the authorizations of the Borrower’s Board of Directors approving this Agreement, the Notes and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Borrower and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Notes or the other Loan Documents or any other agreement to which the Borrower is a party and evidence of the Borrower’s date of incorporation and good standing, and (ii) certified copies of the Certificate of Formation and Operating Agreement of the Guarantor and the authorizations of the Guarantor’s Board of Managers approving this Agreement, the Guaranty and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Guarantor and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Guaranty or the other Loan Documents or any other agreement to which the Guaranty is a party and evidence of the Guarantor’s date of formation and good standing; (c) the Borrower Borrowers shall have executed by a Responsible Officer and delivered, or caused the Guarantor cause to have be executed by a Responsible Officer and delivered, to the Administrative Agent and each Lender, each of the following documents to which it is a partydocuments: (i) the Loan Drawdown Notice, properly addressed to the Administrative AgentLender, requesting the Lenders Lender to fund the Loan and specifying the date on such Loan is to be funded and how the proceeds of the Loan thereof are to be disbursed; (ii) the NotesNote; (iii) the Fleet MortgageGlencore Guarantee and the Guaranty; (iv) the GuarantyMortgages, together with a duly executed copy of the Memorandum of Particulars related to each Vessel; (v) the UCC-1 financing statement to be filed with Financing Statements, naming each Borrower, as debtor, and the Secretary of the State of DelawareLender, as secured party; (vi) satisfaction an Assignment of mortgages or releases Earnings with respect to each Vessel; (vii) an Assignment of claimsInsurances with respect to each Vessel; (viii) certified true copies of each Time Charter and Time Charter Guaranty with respect to each Vessel; (ix) an Assignment of Time Charter and Time Charter Guaranty with respect to each Vessel; (x) the Stock Pledge Agreement, duly executed by each Person having a preferred ship mortgage or Lien over any Nordic Bulk Holding, along with delivery of the VesselsPledged Shares and stock powers duly endorsed in blank; (xi) a copy of the Provisional Certificate of Registry for each Vessel; (xii) a copy of the Temporary Radio Station License for each Vessel; 4822-8289-8388 (xiii) copies of the other documents issued by the Xxxxxxxx Island Registry with respect to the registration of each Vessel; (xiv) a Certificate of Ownership and Encumbrances evidencing the recording of the respective Mortgages and showing each Vessel to be free and clear of all recorded liens and encumbrances other than the Mortgage and certain Permitted Liens; (xv) copies of the cover notes, letters of undertaking and certificates of entry evidencing the insurances covering each Vessel; (xvi) written advice from the Borrowers’ insurance brokers of the insurances currently in place with respect to each Vessel and of the amount of coverage provided; (xvii) an agreement by the Borrowers’ insurance brokers, in form acceptable and substance satisfactory to the Lender, which states that the insurances of the Vessels and the claims thereunder will not be affected by non-payment of premiums on any other insurances; (xviii) a copy of the current Confirmation of Class for filing with NVDC, releasing its various mortgages or Liens on the Vessels, as applicableeach Vessel; and (viixix) UCC-3 termination statements executed and delivered by any Person currently holding an interest, if any, in and to any copies of the Collateral. (d) Appraisals, showing the Administrative Agent and each Lender shall have received copies Vessels as having an aggregate Fair Market Value in excess of all consents and approvals necessary in connection with the Borrower’s execution and delivery of this Agreement and each of the other Loan Documents to which it is a partyUS$25,700,000; (ec) the Administrative Agent Borrowers shall have received payment paid in full of all fees and expenses due (including the Administrative Agent, including payment of its documentation fee in Structuring Fee and the amount of $10,000, and reimbursement of the Administrative Agent’s reasonable and documented out-of-pocket legal fees and expenses, appraisal fees and other processing costsexpenses due to the Lender’s counsel) due by them in connection with this transaction; (f) the Administrative Agent shall have received evidence satisfactory to it and its counsel that each Vessel and the Equipment is insured in accordance with the provisions hereof, and all requirements in respect of such Insurances have been fulfilled; (g) the Administrative Agent shall have received such other certificates, documents and instruments relating to the transactions contemplated by this Agreement as may have been reasonably requested by the Administrative Agent; (hd) no law, regulation or ruling (including, without limitation, any trade sanction Sanctions laws and regulations applicable to any the Lender) shall prevent any the Lender from entering into the transactions contemplated hereby or shall affect the ability of the Borrower Borrowers to perform any of its their obligations hereunder or under each of the other Loan Documents; andDocuments to which they are parties; (ie) No no Default or Event of Default shall have occurred and be continuing. Without limiting ; and (f) the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Article, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice an opinion from such Lender prior counsel to the proposed Closing Date specifying Borrowers and Guarantors, in form and substance acceptable to it, covering, among other things, such parties’ status and in good standing under the laws of jurisdiction of its objection thereto. The incorporation or formation, the Borrowers’ eligibility to operate the Vessels operated by them under Xxxxxxxx Islands flag, the parties’ due authorization, execution and delivery of each of the Loan Notice submitted Documents to which they are parties, the enforceability of such Loan Documents and the perfection of all liens and security interests granted by the Borrower shall be deemed Borrowers and others to be a representation the Lender hereunder and warranty that the conditions specified in this Article have been satisfied on and as of the date of the Loansthereunder.

Conditions Precedent to the Funding of the Loan. Each The Lender’s obligation to proceed forward with this transaction the transactions contemplated by the Loan Agreement and to fund the Loan is subject to the satisfaction of each of the following conditions precedent: (a) no action, suit, investigation, litigation or proceeding to which the Borrower and/or or the Guarantor is a party shall then be pending or threatened before any court, governmental agency Governmental Authority or arbitrator which (i) could reasonably be expected to have a Material Adverse Effect or that (ii) purports to affect the legality, validity or enforceability of this Agreement, any the Note, any of the other Loan Documents or the consummation of the transactions contemplated hereby or thereby; (b) the Administrative Agent and each Lender no Default or Event of Default shall have received on or before the Closing Date the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) certified copies of the Articles of Incorporation and Bylaws of the Borrower and the authorizations of the Borrower’s Board of Directors approving this Agreement, the Notes and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Borrower and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Notes or the other Loan Documents or any other agreement to which the Borrower is a party and evidence of the Borrower’s date of incorporation and good standing, and (ii) certified copies of the Certificate of Formation and Operating Agreement of the Guarantor and the authorizations of the Guarantor’s Board of Managers approving this Agreement, the Guaranty and the other Loan Documents and the incumbency (including specimen signatures) of the Responsible Officers of the Guarantor and evidence of other necessary third party consents and governmental approvals, if any, which are required by this Agreement, the Guaranty or the other Loan Documents or any other agreement to which the Guaranty is a party and evidence of the Guarantor’s date of formation and good standingoccurred; (c) the Borrower shall have executed by a Responsible Officer and delivered, or caused the Guarantor to have be executed by a Responsible Officer and delivered, to the Administrative Agent and Lender each Lender, of the following documents to which it is a partydocuments: (i) a bringdown certificate signed by a Responsible Officer of each of the Borrower and the Guarantor confirming that the representations and warranties made by them as set forth in the Loan Notice, properly addressed Agreement and the Guaranty continue to the Administrative Agent, requesting the Lenders to fund the Loan be true and specifying how the proceeds accurate in all material respects as of the Loan are to be disbursedfunding date; (ii) a supplemental op1mon from counsel to the NotesBorrower, in form and substance reasonably acceptable to the Lender, covering, among other things, the due authorization, execution and delivery by the Borrower of each of the Loan Documents set forth below, the enforceability of such Loan Documents and the perfection of all liens and security interests granted by the Borrower to the Lender under the Loan Documents to the extent perfection can be achieved by either filing a UCC-1 financing statement with the Secretary of State of Delaware or the First Preferred Mortgage with the Office of the Maritime Administrator of the Republic of the Mxxxxxxx Islands; (iii) the Fleet MortgageMemorandum of Particulars; (iv) the First Preferred Mortgage; (v) the Guaranty; (vvi) the UCC-1 financing statement to be filed with the Secretary of the State of DelawareFinancing Statement; (vi) satisfaction of mortgages or releases of claims, duly executed by each Person having a preferred ship mortgage or Lien over any of the Vessels, in form acceptable for filing with NVDC, releasing its various mortgages or Liens on the Vessels, as applicable; and (vii) UCC-3 termination statements executed the Assignment of Earnings; (viii) the Assignment oflnsurances; (ix) the Assignment of Time Charter and delivered Time Charterer’s consent thereto (if applicable); (x) a copy of the current Provisional Certificate of Registry for the Vessel along with a copy of the Interim Classification Certificate for the Vessel issued by any Person the Approved Classification Society; (xi) a Certificate of Ownership and Encumbrances, dated no more than five (5) days prior to the Funding Date, showing the Vessel to be owned by the Lender, free and clear of all recorded Liens and other encumbrances; (xii) copies of the Vessel’s Temporary Ship Radio Station License, Certificate of Financial Security - Oil Pollution Certificate of Financial Security - Wreck Removal, Minimum Safe Mxxxxxx Certificate, and Port Authority Letter Registration; (xiii) copies of all insurance certificates, cover notes, letters of undertaking from the Vessel’s Approved Managers named on said Insurances and certificates of entry (as applicable) evidencing the Insurances now in place covering the Vessel; (xiv) written advice from the Borrower’s insurance brokers of the Insurances currently holding in place with respect to the Vessel and of the amount of coverage provided; (xv) an interest, if anyagreement by the Borrower’s insurance brokers, in form and substance satisfactory to any the Lender, which states that the Insurances of the Collateral.Vessel and the claims thereunder will not be affected by non-payment of premiums on any other insurances; (d) the Administrative Agent Lender and each Lender shall have received copies of all consents and approvals necessary in connection with the Borrower’s execution and delivery of this Agreement and each of the other Loan Documents to which it is a party; (e) the Administrative Agent its counsel shall have received payment in full of all fees (including the portion of the Lender’s commitment/arrangement fee due on said date) and expenses then due to each of them by the Administrative Agent, including payment of its documentation fee in Borrower to the amount of $10,000, and reimbursement of extent invoiced to the Administrative Agent’s reasonable and documented out-of-pocket legal fees and expenses, appraisal fees and other processing costsBorrower at least two (2) days prior to the Funding Date; (fe) all representations or warranties by the Administrative Agent shall have received evidence satisfactory to it and its counsel that each Vessel Borrower and the Equipment is insured Guarantor contained herein or in accordance with each of the provisions hereofother Loan Documents shall be true or correct in all material respects as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all requirements in respect material respects as of such Insurances have been fulfilled;earlier date; and (g) the Administrative Agent shall have received such other certificates, documents and instruments relating to the transactions contemplated by this Agreement as may have been reasonably requested by the Administrative Agent; (hf) no law, regulation or ruling (including, without limitation, any trade sanction laws and regulations applicable to any the Lender) shall prevent any the Lender from entering into the transactions contemplated hereby or shall affect the ability of the Borrower to perform any of its obligations Obligations hereunder or under the Loan Documents; and (i) No Default or Event of Default shall have occurred and be continuing. Without limiting the generality each of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Article, each Lender that has signed this Agreement shall be deemed other Loan Documents to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to which it is a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. The Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in this Article have been satisfied on and as of the date of the Loansparty.