Common use of Drawdown Clause in Contracts

Drawdown. The Borrower shall only make drawings under any Portion of the Facility if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) Business Days’ notice of the Borrower’s request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default has occurred before the date of such drawing; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawing; 2.3.5 it is then lawful for each of the Lenders to make available its Contribution to the Facility; and 2.3.6 the Agent has been notified by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 shall not be capable of drawing until twenty per cent (20%) of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of Portion 2 drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000).

Drawdown. The Borrower shall only make drawings under any Portion of the Facility draw down a Drawing if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) Business Days’ notice of the Borrower’s request for such drawing the Drawing in the form of Schedule 32; 2.3.2 the Advance Date proposed is a Business Day within the relevant Availability Period; 2.3.3 the first Drawing in respect of a Tranche is to be applied in part payment of the relevant Contract Price due to the Builder under the relevant Building Contract on the relevant Delivery Date; 2.3.4 the Drawing is in a minimum amount of one million euro (EUR1,000,000) in the case of a euro Drawing or one million Dollars (USD1,000,000) in the case of a Dollar Drawing or a whole multiple thereof; 2.3.5 on any Advance Date not more than five (5) Drawings will be outstanding in respect of the relevant Tranche; 2.3.6 the drawdown of the Drawing would not result in the amount of the relevant Tranche exceeding the relevant Maximum Tranche Amount on the Advance Date; 2.3.7 no Event of Default has occurred before the date relevant Advance Date and such drawing would not constitute an Event of such drawingDefault; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 2.3.8 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawingrelevant Advance Date; 2.3.5 2.3.9 no written notice has been received indicating that the Lower Saxony Guarantees do not, or the relevant Lower Guarantee does not (as the case may be), validly exist without restriction; and 2.3.10 it is then lawful for each of the Lenders to make available its relevant Contribution to the FacilityDrawing; and 2.3.6 PROVIDED THAT the Agent has been notified Lenders will only be obliged to comply with Clause 3.1 if, on the relevant Advance Date or on the commencement of the relevant Interest Period, no Event of Default is continuing or would result from the conversion and the representations made by the Commercial Loan Agent that Borrower under Clause 9 are true in all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to material respects. Each Drawing advanced under this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 shall be deemed to have been advanced pro rata from Portion A and Portion 2 shall not be capable of drawing until twenty per cent (20%) B of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of Portion 2 drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000)Tranche.

Drawdown. The Borrower shall only make drawings under any Portion of the Facility if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) Business Days’ notice of the Borrower’s request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default or Possible Event of Default has occurred before the date of such drawing; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawing;; and 2.3.5 it is then lawful for each of the Lenders to make available its Contribution to the Facility; and 2.3.6 the Agent has been notified by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 no part of the Loan shall not be capable of drawing until twenty per cent (20%) of the Contract Price has been paid by the Borrower to the Builder and no part of Portion 2 shall not be capable of drawing until the Hermes Issuing Fees and twenty five per cent (25%) of the Hermes Insurance Premium or the relevant part thereof has have become due and been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of the Portion 2 Tranches drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of the Portion 2 Tranches drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen twenty million six two hundred and fifty thousand Euro (€19,600,00020,250,000).

Drawdown. 3.1 Subject, in respect of the first Advance, to fulfilment of the conditions set out in clause 12 (Conditions Precedent) and, in respect of all Advances, to clause 3.2, the Borrower may from time to time during the Availability Period request an Advance under the Facility in an amount not exceeding the Available Facility. The Borrower shall only make drawings under any Portion give notice to the Lenders of its intention to draw not later than 11:00 a.m. on the Facility if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) fifth Business Days’ notice of the Borrower’s request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default has occurred Day before the proposed drawing date of such drawing; 2.3.3 no written notice has been received indicating (which shall be a Business Day) and shall thereby confirm that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations and warranties set out each condition specified in Clause 9 and each of the other Security Documents are correct clause 3.2 is satisfied on the date of such drawing;notice. 2.3.5 3.2 No Advance (other than a Rollover Advance) shall be made if, at the time when it is then lawful for each requested or is to be made, (1) there would be a breach of any representation and warranty referred to in clause 6 (Representations and Warranties) or there exists an Event of Default or a Potential Event of Default or (2) unless such Advance is a Rollover Advance or an Interest Advance, the Board of the Borrower has not given its unanimous approval for such Advance. 3.3 Subject to the terms of this Agreement, the Lenders shall make each Advance available to the Borrower on the proposed drawing date and each Lender shall participate in such Advance according to its Proportion. However, a Lender need not make available its Contribution to Proportion of an Advance unless it is satisfied that the Facility; and 2.3.6 the Agent has been notified by the Commercial Loan Agent that all conditions precedent to drawdown other Lender will make available its Proportion of the Commercial Loan have been satisfied save for those which are Advance at the same time. In addition, until the Borrower has received the correct Proportions of each Advance from each Lender, it must hold any amount it has received from a Lender in a separate account to be satisfied pursuant immediately repaid to this Clause 2.3 that Lender if the Borrower does not (on the same day) receive the other Lender's correct Proportion of the Advance requested. 3.4 The Available Facility will be cancelled and Clause 2.7, PROVIDED THAT Tranche 1 reduced to zero at the end of the Availability Period and Portion 2 shall not be capable of drawing until twenty per cent (20%) of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange available for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of Portion 2 drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000)drawing.

Drawdown. The Borrower shall only make drawings under any Portion of the Facility draw down a Drawing if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) Business Days’ notice of the Borrower’s request for such drawing the Drawing in the form of Schedule 32; 2.3.2 the Advance Date proposed is a Business Day within the relevant Availability Period; 2.3.3 the first Drawing in respect of a Tranche is to be applied in part payment of the relevant Contract Price due to the Builder under the relevant Building Contract on the relevant Delivery Date; 2.3.4 the Drawing is in a minimum amount of one million euro (EUR1,000,000) in the case of a euro Drawing or one million Dollars (USD1,000,000) in the case of a Dollar Drawing or a whole multiple thereof; 2.3.5 on any Advance Date not more than five (5) Drawings will be outstanding in respect of the relevant Tranche; 2.3.6 the drawdown of the Drawing would not result in the amount of the relevant Tranche exceeding the relevant Maximum Tranche Amount on the Advance Date; 2.3.7 no Event of Default or Possible Event of Default has occurred before the date relevant Advance Date and such drawing would not constitute an Event of such drawingDefault or a Possible Event of Default; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 2.3.8 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawingrelevant Advance Date; 2.3.5 2.3.9 no written notice has been received indicating that the Lower Saxony Guarantees do not, or the relevant Lower Guarantee does not (as the case may be), validly exist without restriction; and 2.3.10 it is then lawful for each of the Lenders to make available its relevant Contribution to the FacilityDrawing; and 2.3.6 PROVIDED THAT the Agent has been notified Lenders will only be obliged to comply with Clause 3.1 if, on the relevant Advance Date or on the commencement of the relevant Interest Period, no Event of Default is continuing or would result from the conversion and the representations made by the Commercial Loan Agent that Borrower under Clause 9 are true in all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to material respects. Each Drawing advanced under this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 shall be deemed to have been advanced pro rata from Portion A and Portion 2 shall not be capable of drawing until twenty per cent (20%) B of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of Portion 2 drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000)Tranche.

Drawdown. The Borrower 5.2.1 Whenever the Parent wishes a Revolving Advance to be made, it shall only make drawings under any Portion of the Facility if: 2.3.1 in the case of Portion 1 and Portion 2, give a Drawdown Notice to the Agent receives at least five (5) Business Days’ notice of the Borrower’s request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default has occurred before the date of such drawing; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawing; 2.3.5 it is then lawful for each of the Lenders to make available its Contribution to the Facility; and 2.3.6 the Agent has been notified by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 shall received not be capable of drawing until twenty per cent later than 11.00 a.m. (20%London time) of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to to, the Termination relative Drawdown Date PROVIDED THAT notwithstanding any other provision of each amount this Agreement (save for Clause 5.2.5), no Drawdown Notice may be served in respect of Portion 2 drawn down hereunder in Dollars a Revolving Advance and no Revolving Advance will be made: (a) unless the Conditions Precedent shall have been satisfied; or (b) if a Default or, a Default Occurrence, has occurred and is continuing unremedied and unwaived by the Agent acting on the instructions of the Majority Banks or if a Default would occur on the making of such Revolving Advance; or (c) unless the Euro representations and warranties deemed to be repeated pursuant to Clause 11.3 are, or will be, true and accurate in all material respects on the date on which the relative Drawdown Notice is served and on the relative Drawdown Date; or (d) in respect of a Revolving Advance, if the making of such Revolving Advance would cause the amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) Revolving Loan to be greater than the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior Revolving Credit Facility Limit. 5.2.2 Subject always to the Termination Date other terms of this Agreement, a Drawdown Notice shall be irrevocable and the Parent shall be obliged to borrow in accordance with its terms. 5.2.3 Revolving Advances shall be made only on a Business Day falling before the end of the aggregate Commitment Period. 5.2.4 Promptly upon receipt of each amount the same, the Agent shall notify the Banks of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000)its receipt of a Drawdown Notice.

Drawdown. The Borrower shall only make drawings under any Portion 2.1 Subject to the terms of the Facility if: 2.3.1 this Agreement, and in the case of Portion 1 and Portion 2, the Agent receives at least five reliance (5inter alia) Business Days’ notice of the Borrower’s request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default has occurred before the date of such drawing; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 on the representations and warranties of the Borrower set out in Clause 9 Clauses 6.1 and each 6.2 and the representations and warranties of the Borrower and the other parties to the Security Documents are correct on set out in the date of such drawing; 2.3.5 it is then lawful for each of Security Documents, the Lenders Lender agrees to make available its Contribution to the Facility; andBorrower a loan facility of Thirty two million two hundred thousand Dollars ($32,200,000) in a single advance for the purposes described in Clause 1.1. 2.3.6 2.2 The Borrower may make a request for the Agent has been notified advance of the Loan by sending to the Lender a duly completed Notice of Drawing (which shall be irrevocable) to be received by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 shall Lender not be capable of drawing until twenty per cent later than 11.00 a.m. (20%London time) of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Drawdown Date of each amount of Portion 2 drawn down hereunder in Dollars provided that: (ca) the Euro amount of Loan may only be advanced to the aggregate of each amount of Portion 3 drawn down hereunder in Euro and Borrower on a Business Day during the Availability Period; and (db) if the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s spot rate at about 10.00 a.m. two (2) Business Days Loan has not been advanced prior to the Termination Date end of the aggregate Availability Period the Lender shall be under no further obligation to advance the Loan (or the undrawn part thereof) under this Agreement. 2.3 Subject to the terms of each amount this Agreement, the Lender shall on the Drawdown Date advance the Loan to the Borrower by paying the proceeds thereof to the Operating Account for onward payment (in the case of Portion 3 drawn down hereunder that part of the Loan which is equal to the fourth instalment of the purchase price of the Ship payable pursuant to Article X, 3(d) of the Shipbuilding Contract) to an account nominated by the Builder pursuant to the Shipbuilding Contract to finance the payment of the fourth instalment under the Shipbuilding Contract and, as to any balance, to refinance in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000)part the other instalments paid by the Guarantor under the Shipbuilding Contract.

Drawdown. The Borrower shall only make drawings under any Portion of the Facility if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) Business Days’ ' notice of the Borrower’s 's request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default or Possible Event of Default has occurred before the date of such drawing; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawing;; and 2.3.5 it is then lawful for each of the Lenders to make available its Contribution to the Facility; and 2.3.6 the Agent has been notified by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 no part of the Loan shall not be capable of drawing until twenty per cent (20%) of the Contract Price has been paid by the Borrower to the Builder and no part of Portion 2 shall not be capable of drawing until the Hermes Issuing Fees and twenty five per cent (25%) of the Hermes Insurance Premium or the relevant part thereof has have become due and been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of the Portion 2 Tranches drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s 's spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of the Portion 2 Tranches drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s 's spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen twenty million six two hundred and fifty thousand Euro (€19,600,000(EURO)20,250,000).

Drawdown. The Borrower shall only make drawings under any Portion of the Facility if: 2.3.1 in the case of Portion 1 and Portion 2, the Agent receives at least five (5) Business Days’ ' notice of the Borrower’s 's request for such drawing in the form of Schedule 3; 2.3.2 no Event of Default or Possible Event of Default has occurred before the date of such drawing; 2.3.3 no written notice has been received indicating that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations and warranties set out in Clause 9 and each of the other Security Documents are correct on the date of such drawing; 2.3.5 it is then lawful for each of the Lenders to make available its Contribution to the Facility; and 2.3.6 the Agent has been notified by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan have been satisfied save for those which are to be satisfied pursuant to this Clause 2.3 and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 shall not be capable of drawing until twenty per cent (20%) of the Contract Price has been paid by the Borrower to the Builder and Portion 2 shall not be capable of drawing until the Hermes Premium or the relevant part thereof has been paid by the Borrower to Hermes through the Hermes Agent and PROVIDED FURTHER THAT the aggregate of (a) the Euro amount of each amount of Portion 2 drawn down hereunder in Euro (b) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s 's spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of each amount of Portion 2 drawn down hereunder in Dollars (c) the Euro amount of the aggregate of each amount of Portion 3 drawn down hereunder in Euro and (d) the equivalent amount in Euro determined at the rate of exchange for Euro against Dollars as determined at HSBC Bank plc’s 's spot rate at about 10.00 a.m. two (2) Business Days prior to the Termination Date of the aggregate of each amount of Portion 3 drawn down hereunder in Dollars, shall not exceed in total nineteen million six hundred thousand Euro (€19,600,000(EURO)19,600,000).