Common use of Further Representations and Warranties Clause in Contracts

Further Representations and Warranties. The Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender that as at the date of this Supplemental Agreement: (a) each is existing and in good standing under the laws of the Xxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may be, the Guarantee as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Borrower Each of the Borrowers and each of the Corporate Guarantor Guarantors hereby further represent represents and warrant warrants to the Lender that as at the date of this Supplemental Agreement: (a) each it is duly incorporated and validly existing and in good standing under the laws of Liberia (and in the case of Euroseas, the Xxxxxxxx Islands Islands), and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of AmericaAmerica (for the avoidance of doubt, Euroseas is listed in the Nasdaq Capital Market); (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may beAgreement, the Guarantee Guarantees and the other Security Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Security Documents and while all or any part of the Commitment Facilities remains outstanding; (c) each it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Security Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or Borrowers and the Corporate Guarantor Guarantors or on any of their respective property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance DocumentsSecurity Documents as contemplated hereby) on any of such property or assets; and (e) each it has fully disclosed in writing to the Lender lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or Borrowers and the Guarantors on its behalf of each of them relating to its their business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects at the date provided and there are no other material facts or considerations the omission of which would render any such information misleadingmisleading at the date provided.

Further Representations and Warranties. The Each of the Borrower and the Corporate Guarantor each Collateral Owner hereby further represent represents and warrant warrants to the Lender that as at the date of this Fourth Supplemental Agreement: (a) each it is duly incorporated and validly existing and in good standing under the laws of Liberia (and in the case of Areti, the Xxxxxxxx Islands Islands), and has full power to enter into and perform its obligations under this Fourth Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of AmericaAmerica (for the avoidance of doubt, the Guarantor is listed in the Nasdaq Capital Market); (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Fourth Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may beAgreement, the Guarantee Collateral Guarantees and the other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Fourth Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Facility remains outstanding; (c) each it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Fourth Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Fourth Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Fourth Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Facility remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or and the Corporate Guarantor Collateral Owners or on any of their respective property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance DocumentsDocuments as contemplated hereby) on any of such property or assets; and (e) each it has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Fourth Supplemental Agreement and all information furnished by that the Borrower and/or and the Corporate Guarantor or Collateral Owners on its behalf of each of them relating to its their business and affairs in connection with this Fourth Supplemental Agreement was and remains true, correct and complete in all material respects at the date provided and there are no other material facts or considerations the omission of which would render any such information misleadingmisleading at the date provided.

Further Representations and Warranties. The Borrower Each of the Borrowers, the Guarantor and the Corporate Guarantor each Collateral Owner hereby further represent represents and warrant warrants to the Lender that as at the date of this Supplemental Agreement: (a) each it is duly incorporated and validly existing and in good standing under the laws of Liberia (and in the case of the Guarantor and the Areti Collateral Owner, the Xxxxxxxx Islands Islands), and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of AmericaAmerica (for the avoidance of doubt, the Guarantor is listed in the Nasdaq Capital Market); (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may beAgreement, the Guarantee Guarantees and the other Security Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Security Documents and while all or any part of the Commitment Facilities remains outstanding; (c) each it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Security Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or Borrowers, the Corporate Guarantor and the Collateral Owners or on any of their respective property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance DocumentsSecurity Documents as contemplated hereby) on any of such property or assets; and (e) each it has fully disclosed in writing to the Lender lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Borrowers, the Guarantor or and the Collateral Owners on its behalf of each of them relating to its their business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects at the date provided and there are no other material facts or considerations the omission of which would render any such information misleadingmisleading at the date provided.

Further Representations and Warranties. The Borrower Each of the Borrowers and the Corporate Guarantor hereby further represent represents and warrant warrants to the Lender that as at the date of this Supplemental Agreement: (a) each it is duly incorporated, validly existing and in good standing goodstanding under the laws of the Republic of The Xxxxxxxx Islands and Islands, it has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may beAgreement, the Guarantee and the other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding; (c) each it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its the valid and binding obligations of the Borrowers or, as the case may be, the Guarantor enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or Borrowers or, as the Corporate case may be, the Guarantor or on any of their its property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each it has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Borrowers (or either of them) or, as the case may be, the Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Each Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender Agent that as at the date of this Supplemental Agreement: (a) each is duly incorporated and validly formed or, in the case of the Guarantor, existing and in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement (in the case of each Borrower including, but not limited to, the Mortgage Addendum to which it is or, as the case may be, will be a party) and the Guarantee other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party (in the case of each Borrower including, but not limited to, the Mortgage Addendum to which it is or, as the case may be, will be a party) and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby (in the case of each Borrower including, but not limited to, the Mortgage Addendum to which it is or, as the case may be, will be a party) does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the each Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender Agent all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender Agent in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Each Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender Agent that as at the date of this Supplemental Agreement: (a) each is duly and validly incorporated and existing and in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as and the case may be, the Guarantee other Finance Documents as contemplated hereby (including, but not limited to, the Mortgage Addendum) have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstandingDocuments; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party (including, but not limited to, the Mortgage Addendum) and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby (including, but not limited to, the Mortgage Addendum) does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Total Commitments remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the each Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender Agent all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender Agent in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Borrower Xxxxxx hereby and the Corporate Guarantor hereby further represent and warrant to the Lender that as at the date of this Supplemental AgreementClosing represents and warrants that: (a) each is existing and in good standing under Xxxxxx is, subject to the laws of the Xxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part paramount rights of the United Kingdom or States and to the United States NSR, the owner of Americaan undivided 100% legal and beneficial right, title and interest in and to the Xxxxxx Claims and of an undivided 100% legal right, title and interest in and to the Vendors’ Claims; (b) all necessary governmental the Claims are free and clear of any encumbrances, liens or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement charges and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may be, the Guarantee as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under neither Xxxxxx nor any of its predecessors in interest or title have done anything whereby the Finance Documents Claims may be encumbered and while all there are no environmental claims made or any part of alleged involving the Commitment remains outstandingClaims; (c) each the Claims are in good standing under all applicable laws and regulations and all assessment work or claim maintenance fees required by applicable law has taken been performed and filed and all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective termstaxes have been paid; (d) the executionClaims have been properly located and staked and recorded in compliance with the laws of the jurisdiction in which they are situated, delivery and performance of this Supplemental there are no disputes over title to the Claims; (e) the Underlying Agreement and all such the QD&RRI are in good standing, Xxxxxx has done nothing to impair the enforceability thereof against the “Vendors” and it has the absolute right and authority to enter into this LoI and to dispose of 100% of its right, title and interest in and to the Claims to the Company; (f) there are no outstanding agreements or options to acquire or purchase the Claims or Data or any portion thereof or interest therein and, except for the NSR, no person holds any royalty or other documents as contemplated hereby does not and will not, interest whatsoever in production or profits from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all Claims or any part of portion thereof; (g) Xxxxxx shall indemnify and save harmless the Commitment remains outstandingCompany from and against all suits, constitute a breach of any contractual restriction or any existing applicable lawclaims, regulationdemands, consent or authorisation binding losses and expenses that directly arise from Xxxxxx’x activities on the Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assetsClaims; and (eh) each has fully disclosed in writing all available data (both relating to exploration and the interpretive results of exploration) and sampling relating to the Lender all facts which it knows Claims in the possession of or which it should reasonably know and which are material for disclosure controlled by the “Vendors” or Xxxxxx has been delivered to the Lender in the context of this Supplemental Agreement Purchaser. The representations and warranties herein shall apply to all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business assignments, conveyances, transfers and affairs documents delivered in connection with this Supplemental LoI or the Definitive Agreement was and remains true, correct and complete in all material respects and there shall be no merger of any representations and warranties in such assignments, conveyances, transfers and documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are no hereby waived. The Company shall have the right to waive any representation and warranty made by Xxxxxx in the Company’s favour without prejudice to any of its recourses with respect to any other material facts or considerations breach by Xxxxxx. All of the omission of which would render any such information misleadingrepresentations and warranties contained in this Agreement shall survive the Closing.

Further Representations and Warranties. The Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender that as at the date of this Supplemental Agreement: (a) each is they are duly incorporated and validly existing and in good standing under the laws of the Republic of Liberia and the Republic of the Xxxxxxxx Islands respectively and has have full power to enter into and perform its their obligations under this Supplemental Agreement the Additional Documents to which they are a party and has have complied with all statutory and other requirements relative to its their business, and does ; (b) they do not have an established place of business in any part of the United Kingdom or in the United States of AmericaAmerica and, in the case of the Borrower, its head office functions are carried out at x/x 00 Xxxxxxxxx Xxxxxxxx, 00000 Xxxxxxx, Xxxxxx, Xxxxxx and, in the case of the Guarantor, it is a US-listed company; (bc) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement the Additional Documents to which they are a party and all other documents to be executed in connection with the amendments to the Loan Facility Agreement or, as and the case may be, the Guarantee other Security Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Security Documents and while all or any part of the Commitment Facility remains outstanding; (cd) each has they have taken all necessary corporate and other action to authorise the execution, delivery and performance of its their obligations under this Supplemental Agreement the Additional Documents to which they are a party and such other documents to which it is a they are party and such documents do or will upon execution thereof constitute its their valid and binding obligations enforceable in accordance with their respective terms; (de) the execution, delivery and performance of this Supplemental Agreement the Additional Documents to which they are a party and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Security Documents and while all or any part of the Commitment Facility remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or and the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Security Documents) on any of such property or assets; and (ef) each has they have fully disclosed in writing to the Lender all facts which it knows they know or which it they should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement the Additional Documents and all information furnished by that the Borrower and/or and the Corporate Guarantor or on its their behalf relating to its their business and affairs in connection with this Supplemental Agreement the Additional Documents was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Each Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender Agent that as at the date of this Supplemental Agreement: (a) each is duly and validly incorporated and existing and in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as and the case may be, the Guarantee other Finance Documents as contemplated hereby (including, but not limited to, the Mortgage Addendum) have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Total Commitments remains outstanding; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party (including, but not limited to, the Mortgage Addendum) and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby (including, but not limited to, the Mortgage Addendum) does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Total Commitments remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the each Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender Agent all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender Agent in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Borrower and the Corporate Guarantor hereby further represent represents and warrant warrants to the Lender that Agent that, as at the date of this Supplemental Agreement: (a) each of the Borrower and the Collateral Guarantor is duly incorporated and validly existing and in good standing under the laws of the Xxxxxxxx Islands and has full power to enter into and perform its Us obligations under this Supplemental Agreement or, as the case may be, the Collateral Finance Documents and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or(including, as the case may bebut not limited to, the Guarantee Collateral Finance Documents) and the other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date xxxx of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and/or the Collateral Finance Documents and while all or any part of the Commitment Loan remains outstanding; (c) each of the Borrower and the Collateral Owner has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement or, as the case may be, the Collateral Finance Documents and such other documents to which it each is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby (including, but not limited to, the Collateral Finance Documents) does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and/or the Collateral Finance Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or or, as the Corporate Guarantor case may be the Collateral Owner or on any of their its property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents and/or the Collateral Finance Documents) on any of such property or assets; and (e) each of the Borrower and the Collateral Owner has fully disclosed in writing to the Lender Agent all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender Agent in the context of this Supplemental Agreement or, as the case may be, the Collateral Finance Documents and all information furnished by that the Borrower and/or or, as the Corporate Guarantor case may be, the Collateral Owner or on its their behalf relating to its their business and affairs in connection with this Supplemental Agreement or, as the case may be, the Collateral Finance Documents was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Each Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender Agent that as at the date of this Supplemental Agreement: (a) each is duly and validly incorporated and existing and in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as and the case may be, the Guarantee other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the each Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender Agent all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender Agent in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Each of the Borrower and the Corporate Guarantor hereby further represent represents and warrant warrants to the Lender that as at the date of this Supplemental Agreement: (a) each it is duly incorporated, validly existing and in good standing goodstanding under the laws of the Republic of The Xxxxxxxx Islands and Islands, it has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as the case may beAgreement, the Guarantee and the other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding; (c) each it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its the valid and binding obligations of the Borrower or, as the case may be, the Guarantor enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or or, as the Corporate case may be, the Guarantor or on any of their its property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each it has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement and all information furnished by that the Borrower and/or or, as the Corporate case may be, the Guarantor or on its behalf relating to its business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Borrower and the Corporate Guarantor Borrowers hereby further represent and warrant to the Lender that as at the date of this Supplemental Agreement: (a) each is duly incorporated and validly existing and in good standing under the laws of the Republic of Liberia and the Republic of the Xxxxxxxx Islands (as applicable) and has full power to enter into and perform its obligations under this Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as and the case may be, the Guarantee other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Supplemental Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Supplemental Agreement and all such other documents as contemplated hereby does not and will not, from the date of this Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or the Corporate Guarantor Borrowers or on any of their respective property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf Borrowers relating to its their business and affairs in connection with this Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Borrower and the Corporate Guarantor Owner hereby further represent represents and warrant warrants to the Lender that as at the date of this First Supplemental Agreement: (a) each in the case of: (i) the Owner is duly formed and validly existing and in good standing standing; and (ii) the Borrower is duly incorporated and validly existing and in good standing, in each case, under the laws of the Xxxxxxxx Islands and each has full power to enter into and perform its obligations under this First Supplemental Agreement or, in the case of the Owner, the Second Mortgage Addendum and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this First Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement or, as (in the case may beof the Owner including, but not limited to, and the Guarantee Second Mortgage Addendum) and the other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this First Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and/or the Second Mortgage Addendum and while all or any part of the Commitment remains outstanding; (c) each it has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this First Supplemental Agreement and, in the case of the Owner, the Second Mortgage Addendum and such other documents to which it is a party and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this First Supplemental Agreement and all such other documents as contemplated hereby (in the case of the Owner including, but not limited to, and the Second Mortgage Addendum) does not and will not, from the date of this First Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the Borrower and/or or the Corporate Guarantor Owner or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each it has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this First Supplemental Agreement and all information furnished by that the Borrower and/or or the Corporate Guarantor Owner or on its their behalf relating to its business and affairs in connection with this First Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

Further Representations and Warranties. The Each Borrower and the Corporate Guarantor hereby further represent and warrant to the Lender Agent that as at the date of this Second Supplemental Agreement: (a) each is duly incorporated and validly formed or, in the case of the Guarantor, existing and in good standing under the laws of the Xxxxxxxx Mxxxxxxx Islands and has full power to enter into and perform its obligations under this Second Supplemental Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America; (b) all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability of this Second Supplemental Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement (in the case of each Borrower including, but not limited to, the Mortgage Addendum to which it is or, as the case may be, will be a party) and the Guarantee other Finance Documents as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Second Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment remains outstanding; (c) each has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Second Supplemental Agreement and such other documents to which it is a party (in the case of each Borrower including, but not limited to, the Mortgage Addendum to which it is or, as the case may be, will be a party) and such documents do or will upon execution thereof constitute its valid and binding obligations enforceable in accordance with their respective terms; (d) the execution, delivery and performance of this Second Supplemental Agreement and all such other documents as contemplated hereby (in the case of each Borrower including, but not limited to, the Mortgage Addendum to which it is or, as the case may be, will be a party) does not and will not, from the date of this Second Supplemental Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Commitment Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on the each Borrower and/or the Corporate Guarantor or on any of their property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and (e) each has fully disclosed in writing to the Lender Agent all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender Agent in the context of this Second Supplemental Agreement and all information furnished by that Borrower and/or the Corporate Guarantor or on its behalf relating to its business and affairs in connection with this Second Supplemental Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.