Common use of Documents, fees and no default Clause in Contracts

Documents, fees and no default. Each Lender's obligation to contribute to the Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance advancing of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that the Lender has received the management fee referred to in Clause 19.1 and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date19.2; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advancing of the AdvanceLoan, the Borrower Lender would not be obliged entitled to oblige the Borrower to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Agent Lender receives: (i) the documents described in Part A of Schedule 3 2 in a form and substance satisfactory to the Agent Lender and its lawyers; and (ii) payment the arrangement fee and all accrued commitment fee referred to in full of the structuring fee payable pursuant to Clause 20.1(a)19.1; (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice in respect of each Tranche, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to it and its lawyers; (c) that, on or before the service of the second Drawdown Notice in respect of each Tranche, the Lender receives the documents described in Part C of Schedule 2 in form and substance satisfactory to it and its lawyers; (d) that, on or before the service of the third Drawdown Notice in respect of each Tranche, the Lender receives the documents described in Part D of Schedule 2 in form and substance satisfactory to it and its lawyers; (e) that, on or before the service of the fourth Drawdown Notice in respect of each Tranche, the Lender receives the documents described in Part E of Schedule 2 in form and substance satisfactory to it and its lawyers; (f) that, on or before the service of the final Drawdown Notice in respect of each Ship, the Lender receives the documents described in Part F of Schedule 2 in relation to the relevant Ship in form and substance satisfactory to the Agent Lender and its lawyers; (iig) payment that on or before the Final Drawdown Date in respect of a Tranche, the Lender receives the arrangement fee due on the Delivery Date of the Ship being part-financed by that Tranche as specified in Clause 19.1(a); (h) that, on or before the service of the Drawdown Notice in respect of the final Advance to be made pursuant to the terms of this Agreement, the Lender receives any accrued (but unpaid) commitment fee payable pursuant to Clause 20.1(b); and (iii19.1(b) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date19.2; (ci) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and; (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower or the Owners in the light of which the Lender considers that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and (dj) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ek) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that before the service of the Drawdown Notice the Lender receives the arrangement fee referred to in Clause 19.1 and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date19.2; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrower, any Security Party or any member of the Group since the date of the Lender’s commitment letter (dated ) to the Borrower for the Loan, in the light of which the Lender considers that there is a significant risk that the Borrower or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)Agent; (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in a form and substance satisfactory to the Agent (c) that, on or before the service of the Drawdown Notice, the Agent receives all facility fees referred to in Clause 20.1 which are payable at that time (including, without limitation, any accrued commitment fee) and its lawyershas received payment of the expenses referred to in Clause 20.2; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.9 has occurred and is continuing; and. (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Master Agreement and the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticesigning of this Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance date of drawdown of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of in Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iic) payment that, on or before the service of any commitment fee the Drawdown Notice, the Agent receives the fees payable pursuant to Clause 20.1(b); and 20.1 (iiia) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the Drawdown Notice and Notice, at the Drawdown DateDate and on the first day of each Interest Period and on the date of each Compliance Certificate: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading in any material respect if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 5.5 has occurred and is continuing; and; (iv) there has not been no a Material Adverse Change; andChange in the financial position or state of affairs of the Borrower and/or the Group from that disclosed to the Agent prior to the date of this Agreement; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making advancement of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent (acting reasonably) may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior relative to the advance of the LoanTranche A and Tranche B, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers; (iic) payment that, on or before the Drawdown Date relative to the first of any Tranche C or Tranche D to be drawn down, the Agent receives all accrued commitment fee payable pursuant referred to in Clause 20.1(b); and 20.1 and receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable acting on the Drawdown Dateauthority of the Majority Lenders); (cd) that, on or before the Drawdown Date relative to each of Tranche C and Tranche D, the Agent receives all accrued commitment fee referred to in Clause 20.1; (e) that, on or before the service of the first Drawdown Notice, the Agent receives any accrued fees referred to in Clause 20.1 which are payable at that time and has received payment of the expenses referred to in Clause 20.2; (f) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrower, any Security Party or any member of the Group since the date of the Agent’s commitment letter (dated 8 April 2008) to the Borrower for the Loan, in the light of which the Agent considers that there is a significant risk that the Borrower or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (dg) that, if the ratio set out in Clause 15.1 were applied immediately following the making advance of the Advancea Tranche, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eh) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to make the first Advance is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Agent Lender receives: (i) the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment the arrangement fee referred to in full of the structuring fee payable pursuant to Clause 20.1(a)19.1; (b) that, on or before the service of the Drawdown Date but prior to the advance Notice of the Loanfirst Advance, the Agent Lender receives;: (i) the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent Lender and its lawyers;; and (ii) payment evidence that the Ship is or will be employed under the Approved Charter from the Delivery Date; (c) that, on or before the Drawdown Date of any the first Advance, the Lender receives all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii19.1(b) and payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date19.2; (cd) that both at the date of the Drawdown Notice and at the a Drawdown DateDate in respect of each Advance: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower or the Owner in the light of which the Lender considers that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the an Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower prior to the Drawdown DateDate of the first Advance.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of any fees payable by the structuring fee payable Borrower pursuant to Clause 20.1(a)20.1 which are due and payable on or before the Drawdown Date; (b) that, on the Drawdown Date but prior to the advance making of the Loan, the Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyerslawyers save for any documents that the Agent agrees at the Borrower’s request to receive after any prepositioning of funds but before the disbursement of the Loan; (ii) payment in full of any commitment fee fees payable by the Borrower pursuant to Clause 20.1(b)20.1 which are due and payable on or before the Drawdown Date; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown DateDate and, if applicable, the date on which the Loan is disbursed: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 Security Cover Ratio were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the any Drawdown Notice, the Agent receives:receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice): (i) the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyersAgent; and (ii) payment such documentation and other evidence as is reasonably requested by the Agent or a Lender in full order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the structuring fee payable pursuant Lenders to Clause 20.1(a)identify each Security Party in accordance with the requirements of the PATRIOT Act; (b) that, on the Drawdown Date in respect of an Advance for the acquisition of a Ship, but prior to the advance making of the Loansuch Advance, the Agent receives; (i) receives or is satisfied that it will receive on the making of such Advance the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Dateit; (c) that, on or before the service of the first Drawdown Notice, the Agent receives any arrangement fee, bookrunning fee, accrued commitment fee and the first installment of the annual agency fee referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2; (d) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date, which shall be true and correct as of such specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause Xxxxxx 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andEffect since December 31, 2012; (de) that, if the ratio set out in Clause 15.1 Collateral Maintenance Ratio were applied immediately following the making of the such Advance, the Borrower would not be obliged required to provide additional security Collateral or prepay part of the Loan under that ClauseClause 15; (f) that, in the case where the Borrower intends to replace an Option Ship with an Approved Substitution Ship, the Borrower has advised the Agent at least 10 Business Days prior to service of the Drawdown Notice for a Revolving Advance of its intention to replace an Option Ship with an Approved Substitution Ship (and has provided the Agent with all documents and information as may be reasonably required by the Agent); and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation authorization of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the make available an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and; (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on that date; (b) that, on the or before each Drawdown Date but prior to the advance of the LoanDate, the Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the that Drawdown Date; (c) that both at the date of the each Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any Security Party (other than the Other Manager) which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and; (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making borrowing of the an Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (iib) payment that, on the first Drawdown Date but prior to or simultaneously with the making of any the first Advance, the Agent receives or is satisfied that it will receive on the making of the first Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers; (c) that, on or before the service of the first Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 20.1, and, on or before each Drawdown Date, the Agent receives all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) 20.1 and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance borrowing of the Loan, the Agent receives; (i) the documents or evidence and conditions described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment in full of the structuring fee payable pursuant to paragraph (a) of Clause 20.1 and of any commitment fee payable pursuant to paragraph (b) of Clause 20.1(b)20.1; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date, (iv) save for any documents and conditions that the Agent agrees, in its absolute sole discretion, at the Borrower’s request to receive after any prepositioning of funds but before the release of the Loan; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrower, the Approved Manager or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 Security Cover Ratio were applied immediately following the making borrowing of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyersAgent; and (ii) payment such documentation and other evidence as is reasonably requested by the Agent or a Lender in full order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the structuring fee payable pursuant Lenders to Clause 20.1(a)identify each Security Party in accordance with the requirements of the PATRIOT Act; (b) that, on the Drawdown Date but prior to the advance making of the LoanAdvance, the Agent receives; (i) receives or is satisfied that it will receive on the making of the Advance the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyersit; (iic) payment that, on or before the service of any the Drawdown Notice, the Agent receives the facility fee referred to in Clause 21.1, all accrued commitment fee payable pursuant to Clause 20.1(b)21.1 and the upfront fee referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none there has been no material change in the consolidated financial condition, operations or business prospects of the circumstances contemplated by Clause 5.7 has occurred and is continuing; andBorrowers or any of the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender; (iv) there has been no Material Adverse Changematerial adverse global economic or political developments; and (dv) there has been no material adverse development in the international money and capital markets. (e) that, if the ratio set out in Clause 15.1 Collateral Maintenance Ratio were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged required to provide additional security Collateral or prepay part of the Loan under that ClauseClause 15; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation authorization of the Majority Lenders, reasonably request by written notice (email is an acceptable form of such notice) to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the first Drawdown Date but prior to the advance drawdown of the Loanfirst Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2, in form and Substance satisfactory to it and its lawyers; (c) that, on or before a Drawdown Date relating to the financing of a New Ship but prior to the drawdown of the relevant Advance, the Lender receives the documents described in Part C of Schedule 2 in relation to the New Ship being financed by that Advance, in form and substance satisfactory to the Agent Lender and its lawyerslawyers (each acting reasonably); (iid) payment that, on or before the service of any the first Drawdown Notice, the Lender receives the arrangement fee referred to in the Fee Letter and all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateFee Letter; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any other Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 Security to Exposure Ratio were applied tested immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clausein accordance with Clause 15; and (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents and/or the Underlying Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower not less than 2 days prior to the an anticipated Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (iib) payment that, on the first Drawdown Date but prior to the making of any the first Advance, the Agent receives or is satisfied that it will receive on the making of the first Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers; (c) that, on or before the service of the first Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 20.1, all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) 20.1 and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the LoanDate, the Agent receives;: (i) the documents or evidence and conditions described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b)20.1; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers, the Approved Manager or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 Security Cover Ratio were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable any expenses pursuant to Clause 20.1(a)20.2; (b) that, on the Drawdown Date but prior to the advance making of the Loan, the Agent receives;receives or is satisfied that it will receive on the making of the Loan: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any the arrangement fee pursuant to Clause 20.1(a) and all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.2; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andEffect; (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the AdvanceLoan, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that on or before the date of this Agreement, the Agent receives the fees referred to in Clause 20.1 which are due and payable at that time; (b) that, on or before the service of the Drawdown NoticeNotice in respect of the first Advance of Tranche A, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, on or before the service of the Drawdown Date but prior to the advance Notice in respect of the Loaneach Advance of Tranche B, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iid) payment that, on or before the service of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateNotice in respect of each Advance of Tranche C, the Agent receives the documents described in Part C of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Changematerial adverse change in the financial condition, state of affairs or prospects of the Borrower or any Owner from that applying at the date of this Agreement; (v) the Borrower has entered into Designated Transactions with the Swap Bank in order to hedge all the interest rate risk under this Agreement as at the relevant Drawdown Date (immediately following the drawdown of the relevant Advance); and (dvi) the Agent receives any fees referred to in Clause 20.1 which are due and payable at that time; (f) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticeexecution of this Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date in respect of the Loan to be made available hereunder, but prior to the advance making of the Loan, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment of that, on or before the Drawdown Date, the Agent receives any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any fees and expenses payable pursuant to Clause 20.2 which that are due and payable on the Drawdown Dateunder Clause 20 (Expenses); (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) Loan; the representations and warranties in Clause 10.1 10 (Representations and Warranties) and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) ; and none of the circumstances contemplated by Clause 5.7 (Market disruption) has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 (Minimum required security cover) were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Agent Lender receives: (i) the documents described in Part A of Schedule 3 2 in a form and substance satisfactory to the Agent Lender and its lawyers; and (ii) payment the front end fee referred to in full of the structuring fee payable pursuant to Clause 20.1(a19.1(a); (b) that, on or before the Drawdown Date but prior to the advance of the LoanDate, the Agent Lender receives;: (i) the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent Lender and its lawyers;; and (ii) payment of any accrued (but unpaid) commitment fee payable pursuant to Clause 20.1(b); and (iii19.1(b) and payment of any of the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date19.2; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;Loan; and (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower or the Owner in the light of which the Lender reasonably considers that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which each is a party as they fall due; and (d) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent Lender has received, and found to be reasonably acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 4, in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date in respect of the Refinancing Advance but prior to the advance making of the Loanthat Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 4, in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on the Drawdown Date relating to a New Ship Advance but prior to the making of that Advance, the Lender receives the documents described in Part C of Schedule 4, in form and substance satisfactory to it and its lawyers; (d) that, before the service of the first Drawdown Notice, the Lender receives the arrangement fee referred to in Clause 19.1 and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)19.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the any Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) on or before the Effective Date, the Agent shall have received or is satisfied it will receive the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent; (b) that, on or prior to the Drawdown Date of an Advance for a Collateral Vessel but prior to the making of such Advance, (i) the Agent shall have received or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and (ii) the Agent shall have confirmed that the amount of the Advance requested complies with the requirements of Clause 2.1; (c) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of shall have received any accrued commitment fee payable pursuant to Clause 20.1(b)21.1 and has received payment of the expenses referred to in Clause 21.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential event or circumstances which, with the giving of notice and/or lapse of time would constitute an Event of Default has occurred and is continuing or would result from the borrowing of the such Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing, provided that the requirements of this Clause 9.1(d)(ii) shall apply in respect of the representations and warranties in Clause 10.24 only as of the Delivery Date of the relevant Collateral Vessel; (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 5.8 has occurred and is continuing; and, unless the Agent is satisfied that an alternate rate of interest can be set pursuant to Clause 5.8; (iv) there has been no Material Adverse Changematerial adverse change in the consolidated financial condition, operations or business prospects of the Borrower since December 31, 2013; (v) there has been no Change of Control; and (dvi) there is no judgment, order, injunction or other restraint issued in connection with any legal or administration action prohibiting or imposing any material adverse conditions with respect to the performance by any party of its obligation under any of the Finance Documents or the transactions provided for in the Finance Documents. (e) that, on the date of the Drawdown Notice for each Advance after the initial Advance if the ratio set out in Clause 15.1 Security Maintenance Cover Ratio were applied immediately following the making of the such Advance, the Borrower would not be obliged required to provide additional security Collateral or prepay part of the Loan under that ClauseClause 15; and (ef) that the Agent has received, and found to be reasonably acceptable to itit and in full force and effect, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation authorization of all of the Majority Lenders, reasonably request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance in respect of the LoanInitial Advance, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (iic) that, on or before the service of the first Drawdown Notice, the Agent receives all accrued commitment fee and all other fees referred to in Clause 20.1 which are payable at that time and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)Agent; (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives;receives all accrued commitment fee payable pursuant to Clause 20.1 and has received payment of the expenses referred to in Clause 20.2; and (ic) that, on or before the each Drawdown Date in respect of each Advance, the Agent receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyersAgent; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (ive) there has been no Material Adverse Change; andEffect; (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the -the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticesigning of this Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance date of drawdown of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of in Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iic) payment that, on or before the service of any commitment fee the Drawdown Notice, the Agent receives the relevant fees payable pursuant to Clause 20.1(b); and (iii) 20.1 and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the Drawdown Notice and Notice, at the Drawdown Date: Date on the first day of each Interest Period and on the date of each Compliance Certificate: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; Loan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading in any material respect if repeated on each of those dates with reference to the circumstances then existing; ; (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has not been no a Material Adverse Change; andChange in the financial positon or state of affairs of the Borrower and/or the Group from that disclosed to the Agent prior to the date of this Agreement; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making advancement of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent (acting reasonably) may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that on or before the date of this Agreement, the Facility Agent receives the fees referred to in Clause 20.1 which are due and payable at that time; (b) that, on or before the service of the Drawdown NoticeNotice in respect of the first Advance of Tranche A, the Facility Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, on or before the service of the Drawdown Date but prior to the advance Notice in respect of the Loaneach Advance of Tranche A and Tranche B, the Facility Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers; (iid) payment that, on or before the service of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateNotice in respect of each Advance of Tranche C, the Facility Agent receives the documents described in Part C of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Changematerial adverse change in the financial condition, state of affairs or prospects of the Borrower or any Owner from that applying at the date of this Agreement; (v) the Borrower has entered into Designated Transactions with the Swap Bank in order to hedge all the interest rate risk under this Agreement as at the relevant Drawdown Date (immediately following the drawdown of the relevant Advance); and (dvi) the Facility Agent receives any fees referred to in Clause 20.1 which are due and payable at that time; (f) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Facility Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Facility Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the each Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (iiCondition Precedent Documents) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iib) that, on each Drawdown Date but prior to making each Advance available, the Agent receives or is satisfied that it will receive on the making of that Advance the documents described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to it and its lawyers; (c) that, the Agent has received, on or before the relevant Drawdown Date, payment in full of any all accrued commitment fee payable pursuant to Clause 20.1(b20.1 (Commitment fee); and (iii) payment of any expenses payable , the evaluation costs pursuant to Clause 20.2 which are due (Evaluation costs and payable on expenses) and the Drawdown Dateexpenses referred to in Clause 20.3 (Costs of negotiation, preparation etc.); (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 (General) and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 Cxxxxx 7.2 (Market Disruption) has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if material adverse change in the ratio set out in Clause 15.1 were applied immediately following the making financial condition and operations of the AdvanceBorrowers, the Borrower would not be obliged to provide additional security Corporate Guarantor or prepay part any other Security Party in the light of which the Agent considers that there is a significant risk that the Borrowers, the Corporate Guarantor or any of the Loan Security Parties will later become unable to discharge its liabilities under that Clausethe Finance Documents to which it is a party as they fall due; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of first Drawdown Date in relation to the Drawdown Noticefirst Term Advance, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (iib) payment that, on or before a Drawdown Date in relation a Term Advance, other than the first Term Advance, the Agent receives the documents described in Part B of any commitment fee payable pursuant Schedule 4 in relation to Clause 20.1(b); and (iii) payment of any expenses payable pursuant the relevant New Ship in form and substance satisfactory to Clause 20.2 which are due the Agent and payable on the Drawdown Dateits lawyers; (c) that, on or before the date of this Agreement, the Agent receives all fees pursuant to the fee letter or letters separately agreed between the Borrower and the Agent; (d) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuingcontinuing and a Lender has not suspended its obligations to make or participate in a Term Advance or Revolving Advance pursuant to Clause 5.9; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)Agent; (b) that, on the each Drawdown Date in respect of a Pre-delivery Advance but prior to the advance making of the Loanthat Pre-delivery Advance, the Agent receives; (i) receives or is satisfied that it will receive on the making of that Advance the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyersit; (iic) payment that, on each Drawdown Date in respect of any a Delivery Advance but prior to the making of that Delivery Advance, the Agent receives or is satisfied that it will receive on the making of that Advance the documents described in Part C of Schedule 3 in form and substance satisfactory to it; (d) that, on or before the Drawdown Date in respect of the second Delivery Advance to be made available, the Agent receives all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.1; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute make its Contribution to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) on or before the service of the first Drawdown Notice, the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment on or before the Original Effective Date (or the relevant Drawdown Date in full the case of an Accordion Advance with a new lender), such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be 54 ‌ SK 26945 0003 10902825 v6 satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the structuring fee payable pursuant Lenders to Clause 20.1(a)identify each Security Party in accordance with the requirements of the PATRIOT Act; (b) that, that the Agent has received or is satisfied that it will receive on or before the Drawdown Date but prior to the advance making of the Loaneach Term Loan Advance, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to it in respect of the relevant Vessel; (c) that the Agent has received on the Effective Date, the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent and its lawyersAgent, provided that, for the avoidance of doubt, this Agreement shall not become effective until the satisfaction of this paragraph (c); (iid) that the Agent has received or is satisfied that it will receive on or before the making of any Accordion Advance, such documents and evidence described in Part D of Schedule 4 in form and substance satisfactory to the Agent; (e) that, on or before the service of any Drawdown Notice, the Agent has received (or is satisfied that it will receive on or before the making of such Advance) payment of any commitment fee and any other fee set out in a Fee Letter, each referred to in Clause 21.1, which was due and payable pursuant to Clause 20.1(b); and in accordance with the terms of this Agreement and the Fee Letter, and has received (iiior is satisfied that it will receive) payment of any the expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Datereferred to in Clause 21.2; (cf) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 5.5 has occurred and is continuing; and (iv) to the best knowledge of the Parent Guarantor, there has been no Material Adverse Change; andmaterial change in the consolidated financial condition, operations or business of the Borrower and its subsidiaries since the date on which the Borrower provided information concerning those topics to the Agent and/or any Lender; (dg) that, on or before the Original Closing Date, the Agent has received evidence of the Maximum Available Amount; (h) that, if the ratio set out in Clause 15.1 requested Advance is a Revolving Advance, if the Collateral Maintenance Ratio were applied immediately following the making of the such Advance, the Borrower would not be obliged required to provide additional security Collateral or prepay part of the Loan under that ClauseClause 15 based on the most recently available appraisals determining the Fair Market Value of the Vessels; andand 55 ‌ SK 26945 0003 10902825 v6 (ei) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation authorization of the Majority Lenders, request by written notice to the Borrower at least three (3) Business Days prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before service of the Drawdown Notice for an Advance (or within 20 Business Days of that date in the case of Advance C, Advance D and Advance E), the relevant Borrower enters into hedging arrangements with the Swap Bank on terms in all respects approved by the Agent to hedge the whole of LIBOR risk under that Advance for a period at least equal to the Time Charter Period in respect of the Ship to be refinanced or acquired (as the case may be) with that Advance; (b) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, on the or before a Drawdown Date but prior to the advance making of the Loanan Advance in relation to a Ship, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iid) payment of any that, on or before the first Drawdown Date, the Agent receives the arrangement fee referred to in Clause 20.1, all accrued commitment fee payable pursuant to Clause 20.1(b)20.1 and (if applicable) the first instalment of the annual agency fee referred to in Clause 20.1 and has received payment of the expenses referred to in Clause 20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents and the Master Agreements which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the each Drawdown Date but prior to the advance making of the LoanTranche to be advanced on that Drawdown Date, the Agent receives; (i) receives or is satisfied that it will receive on the making of such Tranche the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that on or before the date of any this Agreement, the Lender receives the first instalment of the agency fee (if there has been a Successful Syndication), the underwriting fee and the arrangement fee referred to in Clause 20.1; (d) that, on or before the service of each Drawdown Notice, the Agent receives all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) 20.1 and payment of any expenses payable pursuant to Clause 20.2 which are is due and payable on the Drawdown DateDate to which that Drawdown Notice relates; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of any of the Borrowers or the Corporate Guarantor in the light of which the Agent considers that there is a significant risk that the Borrowers (or any of them), the Corporate Guarantor or any other Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; (c) that, on or before the Drawdown Date in respect of each Acquisition Advance, the Agent receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; (iid) that, on or before each Drawdown Date, the Agent receives all facility fees referred to in Clause 20.1 which are payable at that time (including, without limitation, any accrued commitment fee) and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.2; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the each Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to make the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance of the LoanDate, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrowers, the Corporate Guarantor, the Group any other Security Party in the light of which the Lender considers that there is a significant risk that the Borrowers, the Corporate Guarantor, the Group or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (i) (d) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the AdvanceLoan, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eii) that (e)that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment the arrangement fee referred to in full of the structuring fee payable pursuant to Clause 20.1(a)20.1; (b) that, on or before the service of the Drawdown Date but prior to the advance Notice in respect of the Loanfirst Advance of Tranche A, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that, on or before the service of the Drawdown Notice in respect of the first Advance of Tranches B and C, the Agent receives the documents described in Part C of Schedule 3 in form and substance satisfactory to it and its lawyers; (d) that, on or before the service of the Drawdown Notice in respect of the second Advance of Tranche B and C, the Agent receives the documents described in Part D of Schedule 3 in form and substance satisfactory to it and its lawyers; (e) that, on or before the service of the Drawdown Notice in respect of the final Advance of each Tranche, the Agent receives the documents described in Part E of Schedule 3 in form and substance satisfactory to it and its lawyers; (f) that, on or before the service of the Drawdown Notice in respect of the final Advance to be made pursuant to the terms of this Agreement, the Agent receives any accrued (but unpaid) commitment fee payable pursuant to Clause 20.1(b); and (iii) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cg) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower or the Owners in the light of which the Agent considers that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and (dh) that, if the ratio set out in Clause 15.1 were applied immediately following the making of an Advance which will be used in financing (inter alia) the Advancedelivery instalment payable pursuant the Shipbuilding Contract for a Ship, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ei) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, may request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the Advance advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: Lender receives (i) the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and lawyers and (ii) payment in full of the structuring arrangement fee payable pursuant referred to in Clause 20.1(a19.1(a); (b) that, that on or before the service of the Drawdown Date but prior to the advance of the LoanNotice, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on or before the service of the Drawdown Date the Lender receives the payment of any all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii19.1(b) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date19.2; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of either Borrower, the Guarantor or any other Security Party in the light of which the Lender considers that there is a significant risk that either Borrower, the Guarantor or any other Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives;receives the up-front fee referred to in Clause 19.1 and all accrued commitment fee payable pursuant to Clause 19.1; and (ic) that, on or before the first Drawdown Date, the Agent receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iid) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable that on or before the Drawdown Date in respect of the second Advance the Agent receives the documents described in Part C of Schedule 3 (other than the Approved Charter, a copy of which shall be delivered to the Agent no later than 5 Business Days prior to such Drawdown Date) in form and substance satisfactory to the Agent and its lawyers; (ce) that, on or before the final Drawdown Date, the Agent receives the documents described in Part D of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (f) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existingexisting unless, the Agent, acting on the instructions of the Majority Lenders, agrees to the contrary; (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, operation or circumstances of the Borrower or the Guarantor since the date of this Agreement; (dg) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eh) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is was subject to the following conditions precedent: (a) that, on or before the service of the Drawdown NoticeNotice relative to Advance A drawn down, the Agent receives: (i) received the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (iib) that, on the Drawdown Date of any Advance but prior to such Advance, the Agent received the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers; (c) that, on the Drawdown Date of each Advance, the Agent received the fees referred to in Clause 20.1 related to such Advance and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the a Borrower or any Security Party which are set out in the other Finance Documents would be were true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is was continuing; and (iv) there has been no Material Adverse Change; andChange in the financial condition, state of affairs or prospects of the Borrowers or either of them or the Corporate Guarantor or the New Owner from that applying at the date of this Agreement; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower would Borrowers were not be obliged to provide additional security or prepay part of the Loan under that Clause; and; (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent mayhas, with the authorisation of all the Majority Lenders, request requested by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or that before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date in respect of the first Advance to be made available hereunder, but prior to the advance making of the Loanthat Advance, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to it and its lawyers (c) that, on the Drawdown Date but prior to the making of an Advance, the Agent receives the documents described in Part C of Schedule 3 in form and substance satisfactory to it and its lawyers; (iid) payment of that, on or before the Drawdown Date, the Agent receives any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which fees that are due and payable on under Clause 20.1 and has received payment of the Drawdown Datefees and expenses referred to in Clauses 20.1, 20.2 and 20.3; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default or any event in Clause 8.8 has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior relative to the advance of the Loaneach Advance, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers; (iic) that, on or before the service of the first Drawdown Notice, the Agent receives all accrued commitment fee and all other fees referred to in Clause 20.1 which are payable at that time and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrower, any Security Party or any member of the Group since the date of the Agent’s commitment letter (dated 30 April 2007) to the Borrower for the Loan, in the light of which the Agent considers that there is a significant risk that the Borrower or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the an Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or at least 2 Business Days before the service of the Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance making of the Loan, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that, on or before the service of any the Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 20.1 (a), (if any) accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.6 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ei) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to make the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)it; (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Dateit; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 5.4 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower or the Owner in the light of which the Lender considers, in its opinion, that the Borrower or the Owner is, or will at a later time become, unable to discharge its liabilities under this Agreement or the other Finance Documents to which it is a party as they fall due; (d) that on or before the Drawdown Date, the Lender receives the arrangement fee and all accrued commitment commission referred to in Clause 20.1; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender has received the documents described in Part A of Schedule 3 2 in a form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance of the LoanDate, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in a form and substance satisfactory to the Agent it and its lawyers; (iic) payment that, on or before service of any the Drawdown Notice the Lender has received all accrued commitment fee commission due and payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date18.1; (cd) that, on or before service of the Drawdown Notice, the Lender has received the arrangement fee referred to in Clause 18.1; (e) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4,4 has occurred and is continuingoccurred; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial condition, state of affairs or prospects of the Borrower or any Security Party applying at the date of this Agreement; (df) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)it; (b) that, on the or before a Drawdown Date but prior to the advance making of the Loanan Advance (other than a Delivery Advance), the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Dateit; (c) that, on or before the Drawdown Date but prior to the drawdown of a Delivery Advance, the Agent receives the documents described in Part C of Schedule 3 in form and substance satisfactory to it; (d) that, on or before each Drawdown Date, the Agent has received all arrangement, commitment and agency fees accrued due and payable pursuant to Clause 20.1; (e) that both at the date of the each Drawdown Notice and at the on each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that ClauseLoans; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers (c) that, on or before the Drawdown Date in respect of each Advance, the Agent receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; (iid) that, on or before the service of the first Drawdown Notice, the Agent receives all accrued commitment fee and all other fees referred to in Clause 20.1 which are payable at that time and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.2; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance of the LoanDate, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that, on or before service of any commitment the Drawdown Notice, the Lender has received: (i) the upfront fee payable pursuant referred to in Clause 20.1(b19.1(a); and (iiiii) payment of any expenses accrued commitment fee due and payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date19.1(b); (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;Loan; and (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrowers, the Corporate Guarantor any other Security Party in the light of which the Lender considers that there is a significant risk that the Borrowers, the Corporate Guarantor or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers (c) that, on or before the Drawdown Date in respect of each Acquisition Advance, the Agent receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; (iid) that, on or before each Drawdown Date, the Agent receives all facility fees referred to in Clause 20.1 which are payable at that time (including, without limitation, any accrued commitment fee) and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date20.2; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the each Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to make the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the Lender receives documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment of any that, on or before the Drawdown Date, the Lender receives the management fee referred to in Clause 19.1 and all accrued commitment fee payable pursuant to Clause 20.1(b)19.1; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and; (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers (c) that, on or before the Drawdown Date in respect of each Acquisition Deposit Advance, the Agent receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; (iid) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable that, on or before the Drawdown DateDate in respect of each Acquisition Delivery Advance, the Agent receives the documents described in Part D of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; (ce) that, on or before each Drawdown Date, the Agent receives all facility fees referred to in Clause 20.1 which are payable at that time (including, without limitation, any accrued commitment fee) and has received payment of the expenses referred to in Clause 20.2; (f) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (dg) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the each Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eh) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that on or before the date of this Agreement, the Facility Agent receives the fees referred to in Clause 20.1 which are due and payable at that time; (b) that, on or before the service of the Drawdown NoticeNotice in respect of the first Advance of Tranche A, the Facility Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, on or before the service of the Drawdown Date but prior to the advance Notice in respect of the Loaneach Advance of Tranche A and Tranche B, the Facility Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers; (iid) payment that, on or before the service of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateNotice in respect of each Advance of Tranche C, the Facility Agent receives the documents described in Part C of Schedule 3 in form and substance satisfactory to the Facility Agent and its lawyers; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Changematerial adverse change in the financial condition, state of affairs or prospects of the Borrower or any Owner from that applying at the date of this Agreement; (v) the Borrower has entered into Designated Transactions with the Swap Bank in order to hedge all the interest rate risk under this Agreement as at the relevant Drawdown Date (immediately following the drawdown of the relevant Advance); and (dvi) the Facility Agent receives any fees referred to in Clause 20.1 which are due and payable at that time; Index (f) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Facility Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Facility Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance making of the Loanthat Advance, the Agent receives;: (i) the documents or evidence and conditions described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment in the case of the first Drawdown Notice to be served under this Agreement, the structuring fee payable pursuant to Clause 20.1 (a); (iii) any commitment fee payable pursuant to Clause 20.1(b); and (iiiiv) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date;Date to which that Drawdown Notice relates, save for any documents and conditions that the Agent agrees, in its absolute sole discretion, at the Borrower’s request to receive after any prepositioning of funds but before the release of the Advance. (c) that both at the date of the each Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the either Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 Security Cover Ratio were applied immediately following the making of the an Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the first Drawdown Date for, but prior to the advance of making of, an Advance (other than the Loanfinal Advance), the Agent receives; (i) receives or is satisfied that it will receive on the making of such Advance the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that before the final Drawdown Date for, but prior to the making of, the final Advance, the Agent receives or is satisfied that it will receive on the making of any such Advance the documents described in Part C of Schedule 3 in form and substance satisfactory to it and its lawyers; (d) that, on or before the service of the first Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 20.1, all accrued commitment fee payable pursuant to Clause 20.1(b)20.1 and has received payment of the expenses referred to in Clause 20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown NoticeClosing Date, the Agent receives: (i) receives the documents described in Part A of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)Agent; (b) that, on or before the service of the first Drawdown Notice, the Agent receives all accrued commitment fee payable pursuant to Clause 20.1 (Commitment fees) and has received payment of the expenses referred to in Clause 20.2 (Costs of negotiation, preparation etc.); (c) that, on or before the Drawdown Date but prior to the advance in respect of the Loan, Term Loan the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyersAgent; (iid) payment that, on or before the each Drawdown Date in respect of any commitment fee payable pursuant each Advance under a Newbuilding Loan, the Agent receives the documents described in Part C of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateAgent; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 (Representations and Warranties) and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 (Market disruption) has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the date of this Agreement, the Agent receives: the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and (b) that, on or before the service of the each Drawdown Notice, the Agent receives: (i) the documents described in Part A B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateDate to which that Drawdown Notice relates; (c) that, on or before the first Drawdown Date, the Agent receives the arrangement fee payable pursuant to Clause 20.1; (d) that both at the date of the each Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from resultfrom the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause Xxxxxx 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making borrowing of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before service of the Drawdown Notice, the Agent receives the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers; (b) that, on or before the Drawdown Date, the Agent receives the documents described in Part B of Schedule 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers; (c) that, on or before the service of the Drawdown Notice, the Agent receives: (i) the documents described receives all accrued commitment fee and all other fees referred to in Part A of Schedule 3 in form Clause 20.1 which are payable at that time and substance satisfactory to the Agent and its lawyers; and (ii) has received payment in full of the structuring fee payable pursuant expenses referred to in Clause 20.1(a)20.2; (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrower, any Security Party or any member of the Group since the date of the Agent's commitment letter (dated 14 June 2010) to the Borrower for the Loan, in the light of which the Agent considers that there is a significant risk that the Borrower or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that at the Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that on or before the date of this Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 in a form and substance satisfactory to the Agent and its lawyers; and (ii) the up-front fee referred to in Clause 20.1; and (iii) payment in full of any expenses payable pursuant to Clause 20.2 which are due and payable on the date of this Agreement; (b) that, on or before the service of the each Drawdown Notice, the Agent receives: (i) the documents described in Part A B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Datedate of this Agreement; (c) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the business, management, condition (financial or otherwise), results of operations, state of affairs, operation, performance, prospects or properties of the Borrowers or either of them and/or the Corporate Guarantor and its affiliates applying as at 31 March 2017; (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the an Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance in respect of the Loaneach Advance A, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in a form and substance satisfactory to it and its lawyers; (c) that on or before the Drawdown Date in respect of each Advance B, the Lender receives the documents described in Part C of Schedule 2 in a form and substance satisfactory to it and its lawyers; (d) that, on or before the Drawdown Date in respect of each Delivery Advance, the Lender receives the documents described in Part D of Schedule 2 in form and substance satisfactory to the Agent it and its lawyers; (iie) payment that, on or before service of any each Drawdown Notice the Lender has received all accrued commitment fee commission due and payable pursuant to Clause 20.1(b19.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cf) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial condition, state of affairs or prospects of the Borrower or any Security Party applying at the date of this Agreement; (dg) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the Delivery Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eh) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the first Drawdown Date but prior to before the advance making of the Loanfirst Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on or before the Drawdown Date of each New Ship Advance but prior to the making of such New Ship Advance, the Lender receives the documents described in Part C of Schedule 2 in form and substance satisfactory to it and its lawyers; (d) that, on the date of this Agreement, the Lender has received the fee referred to in Clause 20.1(a) and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 15.2 were applied immediately following the making of the any Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan Facility under that Clause; and; (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the make available a Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown NoticeNotice in respect of the First Advance, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance in respect of each of the LoanSecond, Third, Fourth and Fifth Advances, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in a form and substance satisfactory to the Agent it and its lawyers; (iic) payment that on or before the Drawdown Date in respect of any the Sixth Advance, the Lender receives the documents described in Part C of Schedule 2 (save for the documents described in paragraphs 1 and 2 in Part C of Schedule 2 which shall be delivered by the Borrower to the Lender on the Delivery Date), in a form and substance satisfactory to it and its lawyers; (d) that, on or before service of each Drawdown Notice the Lender has received all accrued commitment fee commission due and payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date19.1; (ce) that, on or before service of the Drawdown Notice in respect of the first Advance, the Lender has received the arrangement fee referred to in Clause 19.1; (f) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any other Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower, any other Security Party or any member of the Group, in the light of which the Lender considers that there is a significant risk that the Borrower or any other Security Party will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and (dg) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the Sixth Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eh) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the first Drawdown Date for, but prior to the advance of making of, an Advance (other than the Loanfinal Advance), the Agent receives; (i) receives or is satisfied that it will receive on the making of such Advance the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that before the final Drawdown Date for, but prior to the making of, the final Advance, the Agent receives or is satisfied that it will receive on the making of any such Advance the documents described in Part C of Schedule 3 in form and substance satisfactory to it and its lawyers; (d) that, on or before the service of the first Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 20.1 all accrued commitment fee payable pursuant to Clause 20.1(b)20.1 and the first instalment of the annual agency fee referred to in Clause 20.1 and has received payment of the expenses referred to in Clause 20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the an Advance is subject to the following conditions precedent: (a) [intentionally omitted]; (b) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyersAgent; (ii) payment such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of any commitment fee payable pursuant all necessary "know your customer" or other checks which it is required to Clause 20.1(bcarry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the "PATRIOT Act"); and (iii) payment such documentation and other evidence as is reasonably requested by the Agent to establish that the Borrower has successfully consummated an initial public offering of its capital stock, with a listing on the New York Stock Exchange or NASDAQ, pursuant to which the Borrower has raised Equity Proceeds of not less than $150,000,000. (c) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it; (d) that, on each Drawdown Date but prior to the making of an Advance in respect of an Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it; (e) that, on or before the service of the first Drawdown Notice, the Agent receives the arrangement fee referred to in Clause 21.1, any expenses accrued commitment fee payable pursuant to Clause 20.2 which are due 21.1 and payable on the Drawdown Date;first installment of the annual agency fee referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2; and (cf) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;, provided that the requirements of this Clause 9.1(f)(ii) shall apply in respect of the representations and warranties in Clause 10.22 only as of the acquisition date of the relevant Ship; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and, unless the Agent is satisfied that an alternative rate of interest can be set pursuant to Clause 5.12; (iv) there has been no Material Adverse Change; andmaterial change in the consolidated financial condition, operations or business prospects of the Borrower since the date on which the Borrower provided information concerning those topics to the Agent and/or any Lender; (dg) that, if the ratio set out in Clause 15.1 Collateral Maintenance Ratio were applied immediately following the making of the such Advance, the Borrower would not be obliged to provide additional security Collateral or prepay part of the Loan under that Clause; and (eh) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation authorization of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) receives the documents described in Schedule 3 Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance making available of the LoanAdvance, the Agent receives; (i) receives the documents or evidence described in Schedule 3 Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iic) that, on or before any Drawdown Date, the Agent receives payment of any commitment fee payable pursuant all fees then due as referred to in Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date18.1; (cd) that both at the date of the service of a Drawdown Notice and at the a Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio minimum security test set out in Clause 15.1 13.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and; (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent mayAgent, with the authorisation of the Majority Lenders, may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: Lender receives (i) the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent Lender and its lawyers; and lawyers and (ii) payment in full of 50 per cent. of the structuring upfront fee payable pursuant referred to in Clause 20.1(a)18.1; (b) that, that on or before the service of the Drawdown Date but prior to the advance of the LoanNotice, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on or before the Drawdown Date the Lender receives payment of any commitment the remaining 50 per cent. of the upfront fee payable pursuant referred to in Clause 20.1(b); and (iii) 18.1 and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date18.2; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrower, the Guarantor or any other Security Party in the light of which the Lender considers that there is a significant risk that the Borrower, the Guarantor or any other Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a)it; (b) that, on the Drawdown Date of each of the first 4 Advances but prior to the advance making of the Loanrelevant Advance, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyersit; (iic) payment that, on or before the service of any the first Drawdown Notice, the Agent has received all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) 20.1 and the first instalment of the annual agency fee referred to in Clause 20.1 and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Datehave accrued up to such date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iiii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before service of the Drawdown Notice, the Borrower enters into one or more Designated Transactions on terms in all respects approved by the Agent such that in respect of not less than 50 per cent. of the facility amount of $30,000,000, its exposure to interest rate fluctuations is hedged for the duration of the Security Period; (b) that, on or before the service of the Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) receives or is satisfied that it will receive on the advance of the Loan the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iid) payment that, on or before the service of any commitment the Drawdown Notice, the Agent receives the arrangement fee payable pursuant referred to in Clause 20.1(b)20.1 and the first instalment of the annual agency fee referred to in Clause 20.1; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and; (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the each Drawdown Date but prior to the advance making of the LoanTranche to be advanced on that Drawdown Date, the Agent receives; (i) receives or is satisfied that it will receive on the making of such Tranche or the Delivery Date of the Ship financed by that Tranche the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that on or before the date of any this Agreement, the Agent receives the arrangement fee and, if applicable, the agency fee referred to in Clauses 20.1(a) and 20.1(c) respectively; (d) that, on or before each Drawdown Date, the Agent receives all accrued commitment fee payable and, if applicable, the agency fee, pursuant to Clause Clauses 20.1(b); and (iii) and 20.1(c) respectively and payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateDate to which that Drawdown Notice relates; (ce) that both at the date of the Drawdown Notice and at the Drawdown Dateon or before: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing Drawdown Date of the AdvanceTranche financing Ship B, the Agent (in its capacity as Zeus Lender and Platon Security Agent) receives or is satisfied that it will receive on the Delivery Date of Ship B, a second priority or, as the case may be, third preferred mortgage (and if required by the relevant Approved Flag State, a deed of covenant collateral thereto) and a collateral second or, as the case may be, third priority general assignment over and in respect of the first two three Ships financed or, as the case may be, to be financed by the first two three Tranches drawn down under this Agreement; (ii) the representations and warranties Drawdown Date of each subsequent Tranche, the Agent receives (in Clause 10.1 and those its capacity as Lender in the case of the Borrower or any Zeus Loan Agreement and Security Party which are set out Trustee in the other Finance Documents would case of Xxxxxx-Xxx-Kronos-Socreates Loan Agreement) or is satisfied that it will receive on the Delivery Date of the Ship being financed by that Tranche a second priority or, as the case may be, third preferred mortgage (and if required by the relevant Approved Flag State, a deed of covenant collateral thereto) and a collateral second or, as the case may be, third priority general assignment over and in respect of the Ship being financed by that Tranche, in form and substance acceptable to the Agent (in its capacity as Zeus Lender and Platon Security Trustee) and cause that mortgage to be true and not misleading if repeated on permanently registered in accordance with the laws of the relevant Approved Flag State as security for the obligations of the relevant borrowers under each of Platon, Rea, Kronos and Socrates under the Xxxxxx-Xxx-Kronos-Socrates Loan Agreement and Zeus under the Zeus Loan Agreement, or, if required by the Agent (in its capacity as Zeus Lender and Platon Security Trustee), to secure a guarantee given by that Borrower owning that Ship of the obligations of the borrowers of each of Platon, Rea, Kronos and Socrates under the Xxxxxx-Xxx-Kronos-Socrates Loan Agreement and Zeus under the Zeus Loan Agreement) together with such other documents equivalent to those dates with reference referred to at paragraphs 2, 3, 4 and 5 of Schedule 3, Part A as the circumstances then existingAgent may require; (iiif) none that on or before the Drawdown Date of the circumstances contemplated by Clause 5.7 has occurred and Tranche financing Ship B, the Agent receives or is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following satisfied that it will receive on the making of such Tranche or on the AdvanceDelivery Date of Ship B, the Borrower would not be obliged additional documents described in Part C of Schedule 3 in form and substance satisfactory to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, it and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.its lawyers;

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring Account Bank fee payable pursuant to Clause 20.1(a20.1(b); (b) that, on the each Drawdown Date but prior to the advance making of the Loanan Advance, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyerslawyers save for any documents that the Agent agrees at the Borrowers’ request to receive after the prepositioning of funds under Clause 4.7 but before the disbursement of the Advance pursuant to Clause 4.8; (ii) the structuring fee payable in respect of that Advance pursuant to Clause 20.1 (a) (i); (iii) payment in full of any commitment fee payable pursuant to Clause 20.1(b20.1(a)(ii); and (iiiiv) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateDate to which that Drawdown Notice relates; (c) that both at the date of the each Drawdown Notice and at the relevant Drawdown DateDate and, if applicable, the date on which the Advance is disbursed pursuant to Clause 4.8: (i) no Event of Default or Potential Event of Default has occurred is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and; (ii) payment in full of the structuring arrangement fee payable pursuant to Clause 20.1(a); and (iii) payment in full of any expenses payable pursuant to Clause 20.2 which are due and payable on the date of this Agreement; (b) that, on or before the service of each Drawdown Date but prior to the advance of the LoanNotice, the Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) in the case of the first Drawdown Notice to be served under this Agreement, the structuring fee payable pursuant to Clause 20.1(b); (iii) payment of any commitment fee payable pursuant to Clause 20.1(b20.1(c); and (iiiiv) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateDate to which that Drawdown Notice relates; (c) that both at the date of the each Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 and those of the either Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5/ has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making borrowing of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 (Condition Precedent Documents) in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment the upfront fee referred to in full of the structuring fee payable pursuant to Clause 20.1(a20.2 (Upfront fee); (b) that, before or on the Drawdown Date but prior to the advance of the LoanDate, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 (Representations and Warranties) and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 7.2 (Market disruption) has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the business, management, condition (financial or otherwise), results of operations, operation, performance, prospects or properties of the Borrowers or any of them and/or the Corporate Guarantor applying as at 31 March 2023; (d) that, if the ratio set out in Clause 15.1 (Minimum required security cover) were applied immediately following the making of the AdvanceLoan, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 4, in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date in respect of the Refinancing Advance but prior to the advance making of the Loanthat Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 4, in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on the Drawdown Date relating to a New Ship Advance but prior to the making of that Advance, the Lender receives the documents described in Part C of Schedule 4, in form and substance satisfactory to it and its lawyers; (d) that, before the service of the first Drawdown Notice, the Lender receives the arrangement fee referred to in Clause 19.1 and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)19.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the any Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the first Drawdown Date but prior to before the advance making of the Loanfirst Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on or before the Drawdown Date of each New Ship Advance but prior to the making of such New Ship Advance, the Lender receives the documents described in Part C of Schedule 2 in form and substance satisfactory to it and its lawyers; (d) that, on the date of this Agreement, the Lender has received the fee referred to in Clause 20.1(a) and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.5 has occurred and is continuing; and (ivf) there has been no Material Adverse Change; andthat, if the aggregate market value of the Existing Ships on or before service of the first Drawdown Notice, as determined in accordance with paragraph 8 of Part A of Schedule 2, is less than $350,000,000, either: (di) the Lender has notified the Borrower that the amount of the Commitment shall be permanently reduced pro rata by an amount corresponding to the percentage of the market valuation shortfall; or (ii) on or before service of the first Drawdown Notice, the Borrower has provided such additional security as shall, in the opinion of the Lender, be adequate to make up such deficiency in market values, which additional security shall take such form, be constituted by such documentation and be entered into by such parties as the Lender, in its absolute discretion may approve or require; (g) that, if the ratio set out in Clause 15.1 15.2 were applied immediately following the making of the any Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan Facility under that Clause; and; (eh) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2, in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on the date of this Agreement, the Lender receives the arrangement fee referred to in Clause 19.1 and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)19.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 4, in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the each Drawdown Date but prior to the advance making of the Loanrelevant Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 4 in relation to that Advance, in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on a Drawdown Date relating to an Advance which shall be used to part-finance either "XXXXXX XXXXX" or "GAS ICE" but prior to the making of such Advance, the Lender receives (in addition to those documents described in Part B of Schedule 4 and in relation to the Ship to which such Advance relates) the documents described in Part C of Schedule 4, in form and substance satisfactory to it and its lawyers; (d) that, before the service of the first Drawdown Notice, the Lender receives the arrangement fee referred to in Clause 19.1 and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)19.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance of the LoanDate, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iic) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable that on or before the Drawdown Date, the Agent is satisfied the Borrower has entered into such Designated Transactions to ensure compliance with its obligations under Clause 11.18; (cd) that, on or before the service of the Drawdown Notice, the Agent receives all accrued commitment fee and all other fees referred to in Clause 20.1 which are payable at that time and has received payment of the expenses referred to in Clause 20.2; (e) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown NoticeNotice relative to Advance A to be drawn down, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; (iib) that, on the Drawdown Date of any Advance but prior to such Advance, the Agent receives the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers; (c) that, on the Drawdown Date of each Advance, the Agent receives the fees referred to in Clause 20.1 related to such Advance and has received payment of any commitment fee payable pursuant the expenses referred to in Clause 20.1(b)20.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the a Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andChange in the financial condition, state of affairs or prospects of the Borrowers or either of them or the Corporate Guarantor from that applying at the date of this Agreement; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the relevant Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and; (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of all the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the second instalment of the arrangement fee payable pursuant to Clause 20.1(a)(ii); and (ii) all accrued commitment fee payable pursuant to Clause 20.1(b); (b) that, on or before the service of a Drawdown Notice, the Agent receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, that on the or before a Drawdown Date but prior to the advance of the LoanDate, the Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; lawyers (iiother than the documents described in sub-paragraphs 2(a), (b) payment and (d) thereof in respect of any commitment fee payable pursuant Ship B which shall be received by the Agent on the Delivery Date (concurrently with the release of the relevant funds to Clause 20.1(bthe Builder)); and (iiiii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the relevant Drawdown Date; (cd) that both at the date of the a Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 10 and those of the either Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making borrowing of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Facility Agent receives: (i) the documents described in Part A of Schedule 3 in a form and substance satisfactory to the Facility Agent and its lawyers; and (ii) payment in full of the structuring fee any expenses payable pursuant to Clause 20.1(a)20.2; (b) that, on the Drawdown Date but prior to the advance in respect of the Loaneach Advance, the Facility Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers;; and (ii) payment of any all accrued commitment fee due and payable pursuant to Clause 20.1(b)20.1; and (iii) payment in full of any expenses payable pursuant to Clause 20.2 which are due and payable on the that Drawdown Date; (c) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.6 has occurred and is continuing; and (iv) there has been is no Material Adverse ChangeChange in existence; and (v) the Facility Agent receives any fees referred to in Clause 20.1 which are due and payable at that time; (d) that, if the ratio set out in Clause 15.1 applicable Security Cover Ratio were applied immediately following the making of the relevant Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Facility Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Facility Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the make an Advance available is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the each Drawdown Date but prior to the advance making of the Loanany Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on or before the service of each Drawdown Notice, the Lender has received payment of any commitment the arrangement fee payable pursuant referred to in Clause 20.1(b)19.1 and has received payment of the expenses referred to in Clause 19.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: : (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; ; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading in any respect if repeated on each of those dates with reference to the circumstances then existing; ; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the an Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to make the Advance Loan available is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance making of the Loan, or, as the Agent receives; (i) case may be, release of the Loan to the Builder, the Lender receives or is satisfied that it will receive the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that on the date of any this Agreement, the Lender receives the structuring fee and the annual administration fee payable pursuant to Clause 19.1 and the Fee Letter; (d) that, on the date of the Drawdown Notice, the Lender receives all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii) 19.1 and the Fee Letter and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date19.2; (ce) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the or before each Drawdown Date but prior to the advance of the LoanDate, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 for each Relevant Ship (as defined in Schedule 3 Part B) and each relevant Owner in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, reasonably request in good faith by written notice to the Borrower no later than 3 Business Days prior to the relevant Drawdown Date; and (f) that, on or before the service of each Drawdown Notice, the Lenders receive the fee referred to in Clause 20.1(a), and the Agent receives all accrued commitment fees and agency fees due and payable pursuant to Clause 20.1(b) and Clause 20.1(c) and has received payment of the expenses referred to in Clause 20.2.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring arrangement fee payable pursuant to Clause 20.1(a)20.1; (b) that, on or before the service of each Drawdown Date but prior to the advance of the LoanNotice, the Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iiiii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateDate to which that Drawdown Notice relates; (c) that both at the date of the each Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 and those of the either Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of any of the Borrowers or the Corporate Guarantor; and (d) that, if the ratio set out in Clause 15.1 were applied immediately following the making borrowing of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Notice, the Agent receivesthis Agreement: (i) the Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full each of the structuring fee payable pursuant other conditions referred to Clause 20.1(a);in Part A of Schedule 2 have been satisfied. (b) that, on the Drawdown Date of an Advance but prior to the advance of the LoanAdvance being disbursed, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment that, on or before the service of the Drawdown Notice relating to the first Advance to be disbursed, the Lender receives the arrangement fee referred to in Clause 19.1; (d) that, on or before the service of any Drawdown Notice, the Lender receives all accrued commitment fee payable pursuant to Clause 20.1(b)19.1 and has received payment of the expenses referred to in Clause 19.3; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (ce) that both at the date of the any Drawdown Notice and at on the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the an Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan Advances under that Clause; and (eg) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to make the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment of any commitment fee payable pursuant that, on or prior to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date, the Lender has received payment in full of the arrangement fee referred to in Clause 19.1(a) and any accrued commitment fee referred to in Clause 19.1(b); (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute make an Advance and to the Advance enter into any Transaction is subject to the following conditions precedent: (a) that, on or before service of the Drawdown Notice for an Advance, the Borrowers enter into hedging arrangements with the Lender on terms in all respects approved by the Lender to hedge the whole of LIBOR risk under that Advance for a period at least equal to the Time Charter Period in respect of the Ship to be acquired with that Advance; (b) that, on or before the service of the first Drawdown NoticeNotice or the making of any request to enter into a Transaction, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (bc) that, on the or before each Drawdown Date but prior to the advance making of the Loanrelevant Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the either Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the that Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents and the Master Agreements which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance a Tranche is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and; (ii) payment in full of the structuring arrangement fee payable pursuant to Clause 20.1(a); and (iii) payment in full of any expenses payable pursuant to Clause 20.2 which are due and payable on the date of this Agreement; (b) that, on or before the Delivery Date, in the case of Ship A and Ship B and the Drawdown Date but prior to the advance of the LoanTranche C, the Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iii) payment of any accrued commitment fee payable pursuant to paragraph (c) or, as the case may be (d) of Clause 20.1(b)20.1; and (iiiii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) in the case of the first Drawdown Date to occur under this Agreement, the Agent receives the structuring fee payable pursuant to Clause 20.1(b); (d) that both at the date of the each Drawdown Notice and at the relevant Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche; (ii) the representations and warranties in Clause 10.1 10 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making borrowing of the Advancea Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment such documentation and other evidence as is reasonably requested by the Agent or a Lender in full order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the structuring fee payable pursuant Lenders to Clause 20.1(a)identify each Security Party in accordance with the requirements of the PATRIOT Act; (b) that, on the First Drawdown Date but prior to the advance making of the Loanan Advance, the Agent receives; (i) receives or is satisfied that it will receive on the making of such Advance the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Agent it and its lawyers; (iic) that, on or before the service of the first Drawdown Notice, the Agent receives payment of any commitment fee payable pursuant all fees referred to in Clause 20.1(b)21.1 and has received payment of the expenses referred to in Clause 21.2; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause Cxxxxx 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse ChangeEffect since the Effective Date; and (dv) other than as disclosed as part of the Bankruptcy Proceeding, the Security Parties are not party to any litigation or arbitration (excluding the Bankruptcy Proceeding); (e) that, if the ratio set out in Clause 15.1 15.2 were applied immediately following the making of the such Advance, the Borrower would not be obliged required to provide additional security Collateral or prepay part of the Loan under that ClauseClause 15; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation authorization of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticesigning of this Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance date of drawdown of the Loan, the Agent receives; (i) Lender receives the documents or evidence described in Part B of in Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iic) payment that, on or before the service of any commitment fee a Drawdown Notice, the Agent receives the fees payable pursuant to Clause 20.1(b); and 20.1 (iiia) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (cd) that both at the date of each Drawdown Notice, at each Drawdown Date and on the Drawdown Notice first day of each Interest Period and at on the Drawdown Datedate of each Compliance Certificate: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading in any material respect if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 5.5 has occurred and is continuing; and; (iv) there has not been no a Material Adverse Change; andChange in the financial position or state of affairs of the Borrowers and/or the Group from that disclosed to the Agent prior to the date of this Agreement; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making advancement of the AdvanceLoan, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent (acting reasonably) may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the a Drawdown Date.

Documents, fees and no default. Each Lender's obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in form and substance satisfactory to the Lenders, the Agent and its their lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance or before drawdown of the LoanTranche A Advance A or Tranche B Advance A, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in form and substance satisfactory to the Lenders, the Agent and its their lawyers; (iic) that, on or before drawdown of Tranche A Advance B or Tranche B Advance B, the Agent receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Lenders, the Agent and their lawyers; (d) that, on or before the service of each Drawdown Notice, the Agent has received payment of any commitment fee the fees payable pursuant to the fee letters referred to in Clause 20.1(b); and (iii) payment 20.1 and of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents are, and would be true be, complete, true, accurate and not misleading (whether by omission of material facts or considerations or otherwise) if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further assurances, authorizations, opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown DateBorrowers.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown NoticeNotice in respect of the first Advance to be drawn down pursuant to this Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 5 in form and substance satisfactory to the Agent and its lawyers; (iib) payment that, on each Drawdown Date but prior to the making of any the relevant Advance, the Agent receives the documents described in Part B of Schedule 5 in form and substance satisfactory to it and its lawyers; (c) that, in the case of an Advance of Tranche C, the Borrowers have complied with Clause 11.21 on or prior to the Drawdown Date for that Advance and the Agent (acting reasonably on the instructions of all the Lenders) has approved the Additional Ship in accordance with that Xxxxxx; (d) that, before the service of the first Drawdown Notice, the Agent has received the drop dead fee and arrangement fee referred to in Clauses 20.1(a) and 20.1(b), and, on or before each Drawdown Date, the Agent receives all accrued commitment fee payable pursuant to Clause 20.1(b); and (iii20.1(c) and has received payment of any the expenses payable pursuant referred to in Clause 20.2 which are due and payable on the Drawdown Date20.2; (ce) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause Xxxxxx 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advanceeach Advance or Tranche, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives;receives the up-front fee referred to in Clause 20.1 and all accrued commitment fee payable pursuant to Clause 20.1; and (ic) that, on or before the first Drawdown Date, the Agent receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (iid) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable that on or before the Drawdown Date in respect of the second Advance the Agent receives the documents described in Part C of Schedule 3 (other than the Approved Charter, a copy of which shall be delivered to the Agent no later than 5 Business Days prior to such Drawdown Date) in form and substance satisfactory to the Agent and its lawyers; (ce) that, on or before the final Drawdown Date, the Agent receives the documents described in Part D of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (f) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existingexisting unless, the Agent, acting on the instructions of the Majority Lenders, agrees to the contrary; (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, operation or circumstances of the Borrower or the Guarantor since the date of this Agreement; (dg) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eh) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to make the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service of the Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the service of the Drawdown Date but prior to the advance Notice in respect of the Loaneach Advance, the Agent receives; (i) Lender receives the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (c) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 9 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; andmaterial adverse change in the financial position, state of affairs or prospects of the Borrowers, the Corporate Guarantor any other Security Party in the light of which the Lender considers that there is a significant risk that the Borrowers, the Corporate Guarantor or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; (d) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the relevant Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (e) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may reasonably request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's obligation to contribute to the make an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the a Drawdown Date but prior to making the advance of the LoanAdvance, the Agent receives; (i) Lender receives or is satisfied that it will receive the documents or evidence described in Part B of Schedule 3 2 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment of any that, on before the relevant Drawdown Date the Lender has received the arrangement fee referred to in Clause 19.1 and all accrued commitment fee payable pursuant to Clause 20.1(b)19.1; and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 9.1 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making of the Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and; (ef) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the LoanDate, the Agent receives;: (i) the documents or evidence and conditions described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b20.1 (Fees); and (iii) payment of any expenses payable pursuant to Clause 20.2 (Costs of negotiation, preparation etc.) which are due and payable on the Drawdown Date; (c) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 10 (Representations and Warranties) and those of the Borrower Borrower, an Approved Manager or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 Xxxxxx 5.6 (Market disruption) has occurred and is continuing; and (iv) there has been no Material Adverse Change; and (d) that, if the ratio set out in Clause 15.1 Security Cover Ratio were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan respectively under that Clause; and (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service of the first Drawdown Notice, the Agent receives: (i) receives the documents and evidence described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in relation to each of the Initial Ships, each in form and substance satisfactory to the Agent and its lawyers; (iib) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable that, on or before the Drawdown DateDate for any Advance under the Acquisition Facility but prior to the making of that Advance, the Agent receives (or is satisfied that it will receive immediately following the making of that Advance) the documents and evidence described in Part B of Schedule 3 in relation to the Acquired Ship to which that Advance relates, each in form and substance satisfactory to the Agent and its lawyers; (c) that, on or before the service of the first Drawdown Notice, the Agent has received all of the fees required to be paid under Clause 20.1 and the Fee Letter(s) and the Agent has received payment of the expenses referred to in Clause 20.2; (d) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;existing (both before and after the making of the Advance); and (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the reasonable authorisation of the Majority Lenders, request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) receives the documents described in Part A of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date but prior to the advance service of the Loanfirst Drawdown Notice, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 4 in a form and substance satisfactory to the Agent and its lawyers (c) that, on or before the Drawdown Date in respect of each Acquisition Advance: (i) the Agent receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; (ii) payment the Agent receives satisfactory evidence that the Borrower has fully drawn the revolving credit facility which is the subject of any commitment fee payable pursuant to Clause 20.1(b)the HSH Loan Agreement or that it has fully refinanced such facility; and (iii) payment the existing Financial Indebtedness of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown DateBorrower under the Bridge Facility Agreement has been fully repaid; (cd) that, on or before each Drawdown Date, the Agent receives all facility fees referred to in Clause 20.1 which are payable at that time (including, without limitation, any accrued commitment fee) and has received payment of the expenses referred to in Clause 20.2; (e) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.5 has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (df) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the each Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (eg) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower prior to the relevant Drawdown Date.

Documents, fees and no default. Each The Lender's ’s obligation to contribute to advance the Advance Loan is subject to the following conditions precedent: (a) that, on or before the service date of the Drawdown NoticeSecond Deed of Novation, Amendment and Restatment, the Agent receives: (i) Lender receives the documents described in Part A of Schedule 3 1 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on the Drawdown Date but prior to the advance of the Loan, the Agent receives; (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cb) that both at the date of the Drawdown Notice Second Deed of Novation, Amendment and at the Drawdown DateRestatment: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 9.1 and those of the Borrower or any other Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 4.4 has occurred and is continuing; and (iv) there has been no Material Adverse Changematerial adverse change in the financial position, state of affairs or prospects of the Borrower or any other Security Party in the light of which the Lender considers that there is a significant risk that the Borrower or any other Security Party will later become, unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due; and (dc) that, if the ratio set out in Clause 15.1 14.1 were applied immediately following the making advance of the AdvanceLoan, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ed) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, Lender may request by written notice to the Borrower prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Agent receives: (i) Lenders receive the documents described in Part A of Schedule 3 in a form and substance satisfactory to the Agent Lenders and its their lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that the Agent has received the commitment fee and arrangement fee on behalf of the Lenders referred to in Clauses 20.1 and 20.2 respectively and the first annual agency fee pursuant to Clause 20.3; (c) that, on or before the service of each Drawdown Date but prior to the advance of the LoanNotice, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; (ii) payment of any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; (iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and (iv) there has been no Material Adverse Change; andmaterial adverse change in the business, management, condition (financial or otherwise), results of operations, state of affairs, operation, performance, prospects or properties of the Borrowers or any of them and/or the Corporate Guarantor and its affiliates since the Financial Statements; (de) that, if the ratio set out in Clause 15.1 were applied immediately following the making of the an Advance, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the Advance Loan is subject to the following conditions precedent: (a) that, that on or before the date of service of the Drawdown Notice, the Agent receives: (i) receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; and (ii) payment in full of the structuring fee payable pursuant to Clause 20.1(a); (b) that, on or before the Drawdown Date Date, but prior to the advance making available of the Loan, the Agent receives; (i) receives the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to the Agent it and its lawyers; (iic) payment of that, on or before the Drawdown Date, the Agent receives any commitment fee payable pursuant to Clause 20.1(b); and (iii) payment of any fees and expenses payable pursuant to Clause 20.2 which that are due and payable on the Drawdown Dateunder Clause 20 (Expenses); (cd) that both at the date of the Drawdown Notice and at the Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan; (ii) the representations and warranties in Clause 10.1 10 (Representations and Warranties) and those of the Borrower Borrowers or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 (Market disruption) has occurred and is continuing; and; (iv) there has been no Material Adverse Change; and (de) that, if the ratio set out in Clause 15.1 (Minimum required security cover) were applied immediately following the making advance of the AdvanceLoan, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the Drawdown Date.

Documents, fees and no default. Each Lender's ’s obligation to contribute to the an Advance is subject to the following conditions precedent: (a) that, that on or before the service date of the Drawdown Noticethis Agreement, the Facility Agent receives: (i) the documents described in Part A of Schedule 3 in a form and substance satisfactory to the Facility Agent and its lawyers; and (ii) payment in full of the structuring fee any expenses payable pursuant to Clause 20.1(a)20.2; (b) that, on the Drawdown Date but prior to the advance in respect of the Loaneach Delivery Advance, the Facility Agent receives;: (i) the documents or evidence described in Part B of Schedule 3 in form and substance satisfactory to it and its lawyers; and (ii) all accrued commitment fee due and payable pursuant to Clause 20.1; and (iii) payment in full of any expenses payable pursuant to Clause 20.2 which are due and payable on that Drawdown Date; (c) that, on or before service of a Drawdown Notice in respect of an Advance under Tranche D or E (other than the Delivery Advance), the Facility Agent receives: (i) the documents described in Part C of Schedule 3 in form and substance satisfactory to it and its lawyers; (ii) payment of any accrued commitment fee due and payable pursuant to Clause 20.1(b)20.1; and (iii) payment in full of any expenses payable pursuant to Clause 20.2 which are due and payable on the relevant Drawdown Date; (cd) that both at the date of the each Drawdown Notice and at the each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and (ii) the representations and warranties in Clause 10.1 10 and those of the any Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;; and (iii) none of the circumstances contemplated by Clause 5.7 5.6 has occurred and is continuing; and (iv) there has been is no Material Adverse ChangeChange in existence; and (dv) the Facility Agent receives any fees referred to in Clause 20.1 which are due and payable at that time; (e) that, if the ratio set out in Clause 15.1 either Security Cover Ratio were applied immediately following the making of the relevant Advance, the Borrower Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and (ef) that the Facility Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Facility Agent may, with the authorisation of the Majority Lenders, request by written notice to the Borrower Borrowers prior to the relevant Drawdown Date.