Common use of COVENANTS AND UNDERTAKINGS OF THE BORROWER Clause in Contracts

COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes with the Lender that, from the date of this Loan Agreement and so long as any moneys are owing under this Loan Agreement, to comply with the following provisions, except as the Lender may otherwise permit in writing: 7.1 The Borrower undertakes to keep the Lender informed at all times of the expected date of delivery and the notices of the each Seller to the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices. 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of this Loan Agreement. 7.3 The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of either Owner from that carried on at the date of this Loan Agreement. 7.4 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets (including, without limitation, either MOA) whether by one transaction or a number of transactions, whether related or not. 7.5 The Borrower shall not and it shall procure neither Owner shall, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing): (a) agree to a material change in any of the terms in the MOAs; (b) release, waive, suspend or subordinate or permit to be lost or impaired any interest or right forming part of or relating to any MOA; (c) waive any person’s breach of any of the MOAs; (d) rescind or terminate any of the MOAs or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under any of the MOAs. 7.6 The Borrower undertakes that it shall procure that each Owner executes and, where applicable, registers on the Delivery Date of the Ship owned by it, the Mortgage and the General Assignment to which it is a party and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.

COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes with towards the Lender that, from the date of this Loan Agreement Closing Date and so long as any moneys amounts are owing under this the Loan Agreement, to comply it will: 4.1 inform the Lender, forthwith upon becoming aware thereof, of the occurrence of an Event of Default (as specified in Clause 5 below), or of the occurrence of any event which, with the following provisionsgiving of a notice or the lapse of time or both, except would constitute an Event of Default; 4.2 obtain or cause to be obtained, at any time and from time to time, such registration, licenses, consents, approvals, authorizations and exemptions as may be required by any applicable law or regulation, to enable the Borrower to perform its obligations under the Loan Agreement or required for the validity or enforceability of the Loan Agreement; 4.3 be responsible for all stamp duty, if any, payable on the Loan Agreement, any documents thereunder or any of the documents provided by way of collateral; 4.4 fully and punctually fulfill all its debts and obligations to the Lender; 4.5 notify the Lender of any breach or of any likely breach of any of the conditions or undertakings whatsoever towards the Lender immediately upon it becoming aware of the same; 4.6 maintain its corporate existence, rights, governmental approvals and franchises necessary to the conduct of the Borrower's business; 4.7 promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or the Borrower's business; 4.8 without derogating from the Lender's rights under law - 4.8.1 subject to prior notice and appointment, permit an authorized representative of the Lender to visit and inspect any of the properties of the Borrower during the Borrower's regular business hours, including, without limitation, its books of account, and to discuss its affairs, finances and accounts with the Borrower's officers and auditor, all at such reasonable times and as often as the Lender may otherwise permit reasonably request, provided that inspection of the Borrower's source code shall only be made by a third party consultant acceptable to the Lender and the Borrower; 4.8.2 deliver to the Lender the information and reports described in writingthis Sub-Clause 8 as follows: 7.1 The Borrower undertakes 4.8.2.1 immediately upon the occurrence of any event likely to keep have a significant and/or Material adverse impact upon the Borrower, a summary of such event and its implications; 4.8.2.2 With reasonable promptness, such other information and data with respect to the Borrower, as the Lender informed at all times of the expected date of delivery and the notices of the each Seller may from time to the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices.time request; 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of this Loan Agreement. 7.3 The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of either Owner from that carried on at the date of this Loan Agreement. 7.4 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets 4.8.2.3 All information (including, without limitation, either MOAall financial statements) whether provided by one transaction or a number the Borrower to other Holders and the press releases of transactions, whether related or notthe Borrower to the press. 7.5 The Borrower 4.9 keep true records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to the Borrower's business and affairs. 4.10 no other facility shall not and it shall procure neither Owner shall, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing): (a) agree to a material change in derogate from any of the terms in Lender's rights,. 4.11 without derogating from the MOAs; (b) releaseBorrower's undertakings and obligations under the Loan Agreement, waiveobserve and perform towards the Lender, suspend or subordinate or permit to be lost or impaired any interest or right forming part all of or relating to any MOA; (c) waive any person’s breach of the Borrower's other undertakings and obligations that it has undertaken towards any of the MOAs; (d) rescind or terminate any Borrower's Holders with respect to the Borrower's conduct of the MOAs or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under any of Borrower's business, including all the MOAsundertakings to disclose information. 7.6 The Borrower undertakes that it shall procure that each Owner executes and, where applicable, registers on the Delivery Date of the Ship owned by it, the Mortgage and the General Assignment to which it is a party and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.

COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes with the Lender that, from the date of this Loan Agreement and so long as any moneys are owing under this Loan Agreement, to comply with the following provisions, except as the Lender may otherwise permit in writing: 7.1 The Borrower undertakes to keep the Lender informed at all times of the expected date of delivery and the notices of the each Seller to the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices. 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of this Loan Agreement. 7.3 The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of either Owner from that carried on at the date of this Loan Agreement. 7.4 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets (including, without limitation, either the MOA) whether by one transaction or a number of transactions, whether related or not. 7.5 The Borrower shall not and it shall procure neither that Owner shallB shall not, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing): (a) agree to a material change in any of the terms in of the MOAsMOA; (b) release, waive, suspend or subordinate or permit to be lost or impaired any interest or right forming part of or relating to any the MOA; (c) waive any person’s 's breach of any of the MOAsMOA; (d) rescind or terminate any of the MOAs MOA or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under any of the MOAsMOA. 7.6 The Borrower undertakes that it shall procure that each Owner B executes and, where applicable, registers on the Delivery Date of Ship B and that Owner A executes upon drawdown of the Advance A with respect to Ship owned by itA, the Mortgage and the General Assignment to which it is a party and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.

COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower do hereby agree, covenants and undertakes as under a) That the Borrower shall pay and bear all expenses including stamp Duty and registration charges on actual basis and other charges and expenses which may be incurred in preparation of this Loan Agreement and/or any other related or incidental documents as may be required to be executed in future in connection with the disbursal of the loan to the Borrower by the Lender. b) That in case, if the Lender thatincurs any legal or other charges or expenses for the recovery of any part of the Loan Amount together with Interest, Default Interest and Delay Charges, then in that event the Borrower shall also be liable to pay the amounts paid by the Lender for such purposes along with interest on such amounts at the rate of Default Interest mentioned hereinabove, from the date of receipt of demand notice by the Borrower. c) That the statement of account forward by the Lender or by any other person or entity duly authorized by the Lender in that behalf to the Borrower, shall be accepted by the Borrower as the conclusive proof of the correctness of the Lender’s claim due and payable by the Borrower on that particular date. d) That the Lender as well as the LenDenClub shall be entitled to disclose and furnish to any of the Credit Information Agencies duly authorized by the RBI in that behalf, all such data and information describing the manner in which the Borrower is performing his/her obligations arising under this Loan Agreement and the Borrower shall not be entitled to raise any objection/s in respect thereof. e) That the data and the information so long disclosed and furnished by the Lender as well as by the LenDenClub to any moneys are owing under of the Credit Information Agencies may be used or processed by such Agencies in the manner as they may deem fit and proper to test the creditworthiness of the Borrower; f) That the rights, powers and remedies given to the Lender by this Loan AgreementAgreement shall be in addition to all rights, powers and remedies given to comply with the following provisions, except as the Lender may otherwise permit in writing:by virtue of any other statute or rule of law. 7.1 The Borrower undertakes to keep g) That the Lender informed at all times his/her absolute discretion may at any point of time set-off any of the expected date of delivery and obligation/s and/or the notices part of the each Seller to obligation/s of the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices. 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of arising under this Loan Agreement. 7.3 The h) That at the absolute discretion of the Lender, the Lender shall be entitled to enforce this Loan Agreement himself/herself personally or through any other person or entity duly authorized in writing by the Lender in that behalf and in that event all the covenants and undertakings given by the Borrower undertakes that it shall procure that no substantial change is made to the general nature Lender shall be deemed to have been duly given by the Borrower to such other person or entity who is duly authorized in writing by the Lender; i) That the Borrower shall comply with all covenants, terms, conditions stipulated in this Loan Agreement and shall fully indemnify and keep indemnified the Lender from and against all actions, proceedings, liabilities, claims, demands, loses, damages, costs, charges and expenses whatsoever in respect of or in relation to or arising out all obligations and liabilities of the business of either Owner from that carried on at the date of Borrower under this Loan Agreement. 7.4 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets (including, without limitation, either MOA) whether by one transaction or a number of transactions, whether related or not. 7.5 The Borrower shall not and it shall procure neither Owner shall, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing): (a) agree to a material change in any of the terms in the MOAs; (b) release, waive, suspend or subordinate or permit to be lost or impaired any interest or right forming part of or relating to any MOA; (c) waive any person’s breach of any of the MOAs; (d) rescind or terminate any of the MOAs or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under any of the MOAs. 7.6 The Borrower undertakes that it shall procure that each Owner executes and, where applicable, registers on the Delivery Date of the Ship owned by it, the Mortgage and the General Assignment to which it is a party and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.

COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes with the Lender that, from the date of this Loan Agreement and so long as any moneys are owing under this Loan Agreement, to comply with the following provisions, except as the Lender may otherwise permit in writing: 7.1 The Borrower undertakes to keep the Lender informed at all times of the expected date of delivery and the notices of the each Seller to the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices. 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of this Loan Agreement. 7.3 The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of either Owner from that carried on at the date of this Loan Agreement. 7.4 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither each Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets (including, without limitation, either MOAthe MOA in respect of Owner A) whether by one transaction or a number of transactions, whether related or not. 7.5 The Borrower shall not and it shall procure neither Owner shallA shall not, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing): (a) agree to a material change in any of the terms in the MOAsMOA; (b) release, waive, suspend or subordinate or permit to be lost or impaired any interest or right forming part of or relating to any the MOA; (c) waive any person’s 's breach of any of the MOAsMOA; (d) rescind or terminate any of the MOAs MOA or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under any of the MOAsMOA. 7.6 The Borrower undertakes that it shall procure that each Owner executes and, where applicable, registers on on, in the case of Owner A, the Delivery Date and, in the case of Owner B, the date of the Ship owned by itDeed of Amendment and Restatement, the Mortgage and the General Assignment to which it is a party in respect of Ship B and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.