Common use of No later than the Delivery Date Clause in Contracts

No later than the Delivery Date. (a) Receipt by the Agent of a legal opinion of counsel to the Lenders as to Bermudan law together with the corporate documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the Manager, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental Deed; (ii) the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement fall within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iv) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement. (b) Receipt by the Agent of evidence of payment to the Builder of: (i) the four (4) pre-delivery instalments of the Contract Price; and (ii) any other part of the Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date. (g) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting that the representations and warranties contained in Clause 9 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date. (j) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. The Agent shall have received no later than the Delivery Date: (a) Receipt by the Agent of a an opinion from legal opinion of counsel to the Lenders Agent as to Bermudan Mxxxxxxx Islands law together with the corporate limited liability company documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer or manager of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the ManagerBorrower, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.2(a); (ii) the Mortgage, the Assignment of Warranty RightsGeneral Assignment, the External Management Agreement Assignment of Insurances(if any), the Post-Delivery Assignment of Earnings and the Time Charter Assignment of Management Agreement (if any) fall within the scope of the Borrower’s corporate limited liability company purpose as defined by its Memorandum Certificate of Association Formation and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Limited Liability Company Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iviii) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty RightsGeneral Assignment, the External Management Agreement Assignment of Insurances(if any), the Post-Delivery Assignment of Earnings and the Time Charter Assignment (if any) (b) in the event that the Approved Manager is not a member of Management Agreement and the Group, an opinion from legal counsel to the Agent as to the law of the place of incorporation of the Approved Manager’s representatives are fully empowered to sign , together with the corporate documentation of the Approved Manager supporting the opinion, that the General Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the External Management Agreement fall within the scope of the Approved Manager’s corporate purpose as defined by its constitutional documents and are binding on it and the Approved Manager’s representatives are fully empowered to sign the General Assignment (if applicable) and the acknowledgement of the notice of assignment of the External Management Agreement.; (bc) Receipt by the Agent of evidence of payment to the Builder of: (i) the four [*] (4[*]) pre-delivery instalments of the Final Contract Price; and (ii) any other part of the Final Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent evidence of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent payment of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date.; (ge) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting confirming that the representations and warranties contained in Clause 9 12 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date.; (jf) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the CustomsInterest Make-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued up Agreement relative to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code Loan and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, ; provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Agent having notified the Borrower remaining satisfied that each of the issue SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Coface Insurance Policy Loan, payment of the second instalment of the SACE Premium and delivery to SACE of the documents listed in form and substance satisfactory to the Lenders as soon as practicable after its issueSchedule 3.

No later than the Delivery Date. (a) Receipt by the Agent of a legal opinion of counsel to the Lenders as to Bermudan law together with the corporate documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the Manager, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.1.1(a)(i); (ii) the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement fall within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iv) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement. (b) Receipt by the Agent of evidence of payment to the Builder of: (i) the four (4) pre-delivery instalments of the Contract Price; and (ii) any other part of the Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date. (g) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting that the representations and warranties contained in Clause 9 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date. (j) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. (a) Receipt by the Agent of a legal opinion of counsel to the Lenders as to Bermudan law together with the corporate documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the Manager, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.1.1(a)(i); (ii) the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement fall within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iv) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement. (b) Receipt by the Agent of evidence of payment to the Builder of: (i) the four (4) pre-delivery instalments of the Contract Price; and (ii) any other part of the Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date. (g) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting that the representations and warranties contained in Clause 9 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date. (j) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent Cxxxxxxx Chance Secretaries Limited that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. The Agent shall have received no later than the Delivery Date: (a) Receipt by an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of Delaware in form and substance satisfactory to the Agent of a legal opinion of counsel to the Lenders as to Bermudan law and SACE together with the corporate limited liability company documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer or manager of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the ManagerBorrower, confirming that, without limitation: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental Deed; (ii) the Mortgage, the Assignment of Warranty RightsTripartite General Assignment, the Post-Delivery Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement Seven Seas Charter fall within the scope of the Borrower’s corporate limited liability company purpose as defined by its Memorandum Certificate of Association Formation and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Limited Liability Company Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (ivii) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty RightsTripartite General Assignment, the Post-Delivery Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management AgreementSeven Seas Charter. (b) Receipt by the Agent of evidence of payment to and receipt by the Builder of: (i) the four (4) [*] pre-delivery instalments of the Final Contract Price; and (ii) any other part of the Final Contract Price as at the Delivery Date not being financed hereunder.; (c) Evidence that: (i) the Vessel is at least provisionally registered in the name evidence of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent payment of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date.; (gd) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting confirming that the representations and warranties contained in Clause 9 11 (Representations and Warranties) are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date.; (je) Receipt by an original of the Interest Make-up Agreement relative to the Loan and in full force and effect; (f) a duly executed original of the SACE Reimbursement Agreement; (g) an original of the SACE Insurance Policy; (h) an original or a certified copy of each of the SACE Required Documents and SACE and the Agent shall be satisfied that the SACE Required Documents on their face appear properly completed and comply with the requirements of this Agreement and the requirements of the SACE Insurance Policy; and provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Lenders remaining satisfied that each of the SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Loan, payment of the Second Instalment of the SACE Premium and delivery to the Agent of the documents mentioned listed in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management AgreementSchedule 3. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. The Agent shall have received no later than the Delivery Date: (a) Receipt by the Agent of a an opinion from legal opinion of counsel to the Lenders Agent as to Bermudan Xxxxxxxx Islands law together with the corporate limited liability company documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer or manager of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the ManagerBorrower, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.2(a); (ii) the Mortgage, the Assignment of Warranty RightsGeneral Assignment, the External Management Agreement Assignment of Insurances(if any), the Post-Delivery Assignment of Earnings and the Time Charter Assignment of Management Agreement (if any) fall within the scope of the Borrower’s corporate limited liability company purpose as defined by its Memorandum Certificate of Association Formation and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Limited Liability Company Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iviii) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty RightsGeneral Assignment, the External Management Agreement Assignment of Insurances(if any), the Post-Delivery Assignment of Earnings and the Time Charter Assignment (if any) (b) in the event that the Approved Manager is not a member of Management Agreement and the Group, an opinion from legal counsel to the Agent as to the law of the place of incorporation of the Approved Manager’s representatives are fully empowered to sign , together with the corporate documentation of the Approved Manager supporting the opinion, that the General Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the External Management Agreement fall within the scope of the Approved Manager’s corporate purpose as defined by its constitutional documents and are binding on it and the Approved Manager’s representatives are fully empowered to sign the General Assignment (if applicable) and the acknowledgement of the notice of assignment of the External Management Agreement.; (bc) Receipt by the Agent of evidence of payment to the Builder of: (i) the four [*] (4[*]) pre-delivery instalments of the Final Contract Price; and (ii) any other part of the Final Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent evidence of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent payment of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date.; (ge) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting confirming that the representations and warranties contained in Clause 9 12 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date.; (jf) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the CustomsInterest Make-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued up Agreement relative to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code Loan and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, ; provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Agent having notified the Borrower remaining satisfied that each of the issue SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Coface Insurance Policy Loan, payment of the second instalment of the SACE Premium and delivery to SACE of the documents listed in form and substance satisfactory to the Lenders as soon as practicable after its issueSchedule 3.

No later than the Delivery Date. (a) Receipt by the Agent of a legal opinion of counsel to the Lenders as to Bermudan law together with the corporate documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the Manager, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.1.1(a)(i); (ii) the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement fall within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iv) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement. (b) Receipt by the Agent of evidence of payment to the Builder of: (i) the four (4) pre-delivery instalments of the Contract Price; and (ii) any other part of the Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on On board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date. (g) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting that the representations and warranties contained in Clause 9 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date. (j) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent Cxxxxxxx Chance Secretaries Limited that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. The Agent shall have received no later than the Delivery Date: (a) Receipt by an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of Delaware in form and substance satisfactory to the Agent of a legal opinion of counsel to the Lenders as to Bermudan law and SACE together with the corporate limited liability company documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer or manager of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the ManagerBorrower, confirming that, without limitation: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental Deed; (ii) the Mortgage, the Assignment of Warranty RightsTripartite General Assignment, the Post-Delivery Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement Seven Seas Charter fall within the scope of the Borrower’s corporate 's limited liability company purpose as defined by its Memorandum Certificate of Association Formation and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Limited Liability Company Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (ivii) the Borrower’s 's representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty RightsTripartite General Assignment, the Post-Delivery Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management AgreementSeven Seas Charter. (b) Receipt by the Agent of evidence of payment to and receipt by the Builder of: (i) the four (4) [*] pre-delivery instalments of the Final Contract Price; and (ii) any other part of the Final Contract Price as at the Delivery Date not being financed hereunder.; (c) Evidence that: (i) the Vessel is at least provisionally registered in the name evidence of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent payment of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date.; (gd) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting confirming that the representations and warranties contained in Clause 9 11 (Representations and Warranties) are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date.; (je) Receipt by an original of the Interest Make-up Agreement relative to the Loan and in full force and effect; (f) a duly executed original of the SACE Reimbursement Agreement; (g) an original of the SACE Insurance Policy; (h) an original or a certified copy of each of the SACE Required Documents and SACE and the Agent shall be satisfied that the SACE Required Documents on their face appear properly completed and comply with the requirements of this Agreement and the requirements of the SACE Insurance Policy; and provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Lenders remaining satisfied that each of the SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Loan, payment of the Second Instalment of the SACE Premium and delivery to the Agent of the documents mentioned listed in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management AgreementSchedule 3. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. (a) Receipt by the Agent of a legal opinion of counsel to the Lenders as to Bermudan law together with the corporate documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the Manager, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.1.1(a)(i); (ii) the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement fall within the scope of the Borrower’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iv) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement and the Manager’s representatives are fully empowered to sign the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Agreement. (b) Receipt by the Agent of evidence of payment to the Builder of: (i) the four (4) pre-delivery instalments of the Contract Price; and (ii) any other part of the Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date. (g) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting that the representations and warranties contained in Clause 9 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date. (j) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the Customs-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent Cxxxxxxx Chance Secretaries Limited that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, the Agent having notified the Borrower of the issue of the Coface Insurance Policy in form and substance satisfactory to the Lenders as soon as practicable after its issue.

No later than the Delivery Date. The Agent shall have received no later than the Delivery Date: (a) Receipt by the Agent of a an opinion from legal opinion of counsel to the Lenders Agent as to Bermudan Xxxxxxxx Islands law together with the corporate limited liability company documentation of the Borrower and the Manager supporting such opinions, including but without limitation, in the case of the Manager, the Memorandum of Association and Bye-laws as filed with the competent authorities and a certificate of a competent officer or manager of the Borrower and the Manager containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower and the ManagerBorrower, confirming that: (i) the Lenders may continue to rely on the Bermudan legal opinion given pursuant to the Fourth Supplemental DeedClause 3.2(a); (ii) the Mortgage, the Assignment of Warranty RightsGeneral Assignment, the External Management Agreement Assignment of Insurances(if any), the Post-Delivery Assignment of Earnings and the Time Charter Assignment of Management Agreement (if any) fall within the scope of the Borrower’s corporate limited liability company purpose as defined by its Memorandum Certificate of Association Formation and Bye-laws and are binding on it; (iii) the Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the Management Limited Liability Company Agreement fall within the scope of the Manager’s corporate purpose as defined by its Memorandum of Association and Bye-laws and are binding on it; and (iviii) the Borrower’s representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the Assignment of Warranty RightsGeneral Assignment, the External Management Agreement Assignment of Insurances(if any), the Post-Delivery Assignment of Earnings and the Time Charter Assignment (if any). (b) in the event that the Approved Manager is not a member of Management Agreement and the Group, an opinion from legal counsel to the Agent as to the law of the place of incorporation of the Approved Manager’s representatives are fully empowered to sign , together with the corporate documentation of the Approved Manager supporting the opinion, that the General Assignment of Insurances (if applicable) and the acknowledgement of the notice of assignment of the External Management Agreement fall within the scope of the Approved Manager’s corporate purpose as defined by its constitutional documents and are binding on it and the Approved Manager’s representatives are fully empowered to sign the General Assignment (if applicable) and the acknowledgement of the notice of assignment of the External Management Agreement.; (bc) Receipt by the Agent of evidence of payment to the Builder of: (i) the four [*] (4[*]) pre-delivery instalments of the Final Contract Price; and (ii) any other part of the Final Contract Price as at the Delivery Date not being financed hereunder. (c) Evidence that: (i) the Vessel is at least provisionally registered in the name of the Borrower in the Maritime Registry; (ii) title to the Vessel is held by the Borrower free of all Encumbrances other than any maritime lien in respect of crew’s wages and trade debts arising out of equipment, consumable and other stores placed on board the Vessel prior to or concurrently with delivery, none of which is overdue; (iii) the Mortgage has been duly registered in the Maritime Registry and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maritime Registry in respect of the Vessel have been paid in full. (d) Receipt by the Agent evidence of a Certified Copy of a classification certificate (or interim classification certificate) showing the Vessel to be classed in accordance with Clause 9.4.3. (e) Receipt by the Agent of duly executed originals of the Mortgage, the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement together with relevant notices of assignment and the acknowledgement of the notice of assignment of the Management Agreement. (f) Receipt by the Agent payment of all amounts which are due and payable hereunder or under the Amendment Fee Letter by the Borrower on or prior to the Delivery Date.; (ge) Receipt by the Agent of a legal opinion of counsel to the Lenders as to the law of the Maritime Registry confirming: (i) the valid registration of the Vessel in the Maritime Registry; and (ii) the Mortgage over the Vessel has been validly registered in the Maritime Registry. (h) Receipt by the Agent of an opinion of legal counsel to the Agent as to English law confirming that the obligations of the Borrower under the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement are legally valid and binding obligations enforceable by the relevant Finance Parties in the English courts. (i) Receipt by the Agent of a certificate from the Borrower, signed by an authorised representative of the Borrower, attesting confirming that the representations and warranties contained in Clause 9 12 are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date.; (jf) Receipt by the Agent of the documents mentioned in Appendix I. (k) Receipt by the Agent of a Certified Copy of the executed Management Agreement. (l) Receipt by the Agent of a Certified Copy of the carrier initiative agreement executed pursuant to Clause 10.16 or evidence of any voluntary arrangements made under the CustomsInterest Make-Trade Partnership Against Terrorism of the United States of America pursuant to Clause 10.16, any current certificate of financial responsibility in respect of the Vessel issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued up Agreement relative to the Vessel in respect of its management by the Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Manager in respect of ships of the same type as the Vessel pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Vessel in accordance with the ISPS Code Loan and a valid IAPPC issued to the Vessel in accordance with Annex VI. (m) Receipt by the Agent of a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.1.6 and to which the Borrower is a party and a specimen of his or their signature(s). (n) Receipt by the Agent of a confirmation from the Process Agent that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the Assignment of Warranty Rights, the Assignment of Insurances, the Assignment of Earnings and the Assignment of Management Agreement. (o) The Coface Insurance Policy documentation relating to the transactions contemplated by this Agreement has been received by the Agent and remains in full force and effect, ; provided always that the obligations of the Lenders to make the Loan available on the Delivery Date are subject to the Agent having notified the Borrower remaining satisfied that each of the issue SACE Insurance Policy and the Interest Make-up Agreement will cover the Loan following the advance of the Coface Insurance Policy Loan, payment of the second instalment of the SACE Premium and delivery to SACE of the documents listed in form and substance satisfactory to the Lenders as soon as practicable after its issueSchedule 3.