Common use of Corporate authorisations Clause in Contracts

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other Security Party approving such of the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of and, if required by special legal advisers to the Borrower and of Facility Agent or any other Combined Creditor, the directors and shareholders of each other Security Party (other than of the Builder, the Refund Guarantor and the Charterer) approving such of the Security Underlying Documents and the Finance Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Business Days prior to the date of this Agreement) by an officer of such Security Party as:Party; (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and and, if applicable, of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of and, if required by special legal advisers to the Borrower and of Facility Agent or any other Combined Creditor, the directors and shareholders of each other Security Party (other than of the Builder, the Refund Guarantors and the Charterers) approving such of the Security Underlying Documents and the Finance Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Business Days prior to the date of this Agreement) by an officer of such Security Party as:Party; (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and and, if applicable, of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower each Security Party and officer’s certificates attaching extracts of the directors and resolutions of the shareholders of each other Security Party Party, approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party Party, each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as:Party; (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, effect together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower each Security Party and of the directors and shareholders stockholders of each other Security Party (other than the Corporate Guarantor) approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and and, where applicable, of the shareholders stockholders of such Security Party each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other Security Party approving such of the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, effect together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and and, if required, shareholders of each other Security Party approving such of the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s 's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and and, if required, of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions; 3 Specimen signatures

Corporate authorisations. copies of resolutions of the directors and certificates of resolutions of the Borrower and of the directors and shareholders stockholders of each other Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, a party and authorising the signature, delivery and performance of such Security Party’s 's obligations thereunder, certified (in a certificate dated no earlier than five fifteen (515) Banking Days prior to the date of this Agreement) by an officer or a legal advisor of such Security Party as: (i) 2.1 being true and correct; (ii) 2.2 being duly passed at meetings of the directors of such Security Party and of the shareholders stockholders of such Security Party each duly convened and held; (iii) 2.3 not having been amended, modified or revoked; and (iv) 2.4 being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;,

Corporate authorisations. copies of resolutions of the directors of and, if required by special legal advisers to the Borrower and of Facility Agent or any other Combined Creditor, the directors and shareholders of each other Security Party (other than of the Builder, the Refund Guarantor and the Charterers) approving such of the Security Underlying Documents and the Finance Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Business Days prior to the date of this Agreement) by an officer of such Security Party as:Party; (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and and, if applicable, of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and and, if required, shareholders of each other Security Party approving such of the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s 's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and and, if required, of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower Relevant Owner and the Manager and officer’s certificates attaching extracts of the directors and resolutions of the shareholders of each other such Security Party Party, approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this AgreementDays) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party Party, each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and and, if required, shareholders of each other Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party or such other party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s 's or such other party's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party or such other party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and or such other party and, if required, of the shareholders of such Security Party or such other party each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party or such other party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors and certificates of resolutions of the Borrower and of the directors and shareholders stockholders of each other Security Party (other than the Sponsors) approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, a party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer or a legal advisor of such Security Party as: (i) 2.1 being true and correct; (ii) 2.2 being duly passed at meetings of the directors of such Security Party and of the shareholders stockholders of such Security Party each duly convened and held; (iii) 2.3 not having been amended, modified or revoked; and (iv) 2.4 being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other relevant Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as:Party; (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, effect together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other Security Party approving such of the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of and (except for the Borrower and of Corporate Guarantor) the directors and shareholders of each other Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s 's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower each Security Party and officer’s certificates attaching extracts of the directors and resolutions of the shareholders of each other Security Party Party, approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s 's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party Party, each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other relevant Security Party approving such of the Security Underlying Documents and the Finance Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as:Party; (i) being true and correct; (ii) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iii) not having been amended, modified or revoked; and (iv) being in full force and effect, effect together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of each Security Party and the Borrower and of the directors and shareholders of each other Security Party (other than the Corporate Guarantor) approving such of the Security Documents to which such Security Party is, or is to be, party and copies of resolutions of the directors of each Security Party approving such of the Underlying Documents to which such Security Party is, or is to be, party, and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party pursuant to such resolutions;

Corporate authorisations. copies of resolutions of the directors of the Borrower and of the directors and and, if required, shareholders of each other Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party or such other party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s 's or such other party's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party or such other party as: (ia) being true and correct; (iib) being duly passed at meetings of the directors of such Security Party and or such other party and, if required, of the shareholders of such Security Party or such other party each duly convened and held; (iiic) not having been amended, modified or revoked; and (ivd) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any such Security Party or such other party pursuant to such resolutions;