Common use of Notice of Drawdown Clause in Contracts

Notice of Drawdown. 5.01 Subject to: 5.01.01 the receipt by the Lender of the documents and satisfaction of the other conditions specified in Clauses 19.01 and 19.02 in form and substance satisfactory to the Lender and its legal advisers on or before the Drawdown Date; and 5.01.02 no Event of Default or a Potential Event of Default having occurred; and 5.01.03 the representations and warranties set out in Clause 17 (updated mutatis mutandis to the Drawdown Date) being true and/or correct; and 5.01.04 the receipt by the Lender of the Notice of Drawdown in the form set out in Schedule 1 hereto not later than 11.00 a.m. (London time) two (2) Banking Days prior to the Drawdown Date setting out, inter alia, the date of the proposed Drawdown, the Facility shall be made available to the Borrowers in accordance with and on the terms and conditions of this Agreement. 5.02 The Notice of Drawdown shall be irrevocable and the Borrowers shall be bound to borrow in accordance with such notice. 5.03 On the payment of the Facility the Borrowers shall sign an Acknowledgement in the form set out in Schedule 2 hereto. 5.04 If the Borrowers give the Notice of Drawdown pursuant to Clause 5.01.04 and the Lender makes arrangements on the basis of such notice to acquire Dollars in the London Interbank Market to fund the Facility or any part thereof and the Borrowers are not permitted or otherwise fail to borrow in accordance with such Notice of Drawdown (either on account of any condition precedent not being fulfilled or otherwise) the Borrowers shall indemnify the Lender against any damages, losses or expenses which the Lender may incur (either directly or indirectly) as a consequence of the failure by the Borrowers to borrow in accordance with such Notice of Drawdown.

Notice of Drawdown. 5.01 Subject to:4.1 The Borrowers may make a request for an Advance by sending to the Agent a duly completed Notice of Drawdown subject to the conditions in this Clause 4. 5.01.01 4.2 All Advances shall be subject to the receipt following conditions being complied with to the Agent’s and the Security Trustee’s satisfaction - 4.2.1 on the Drawdown Date of the relevant Advance the conditions precedent set out in Clause 18 have either been satisfied or have been waived by the Lender of Agent and the documents Security Trustee (whether with or without conditions) and satisfaction of the other conditions specified undertakings in Clauses 19.01 and 19.02 in form and substance satisfactory to Clause 21 so far as they are relevant on the Lender and its legal advisers on or before the respective Drawdown DateDate have at all times been complied with; and 5.01.02 4.2.2 on the date of the Notice of Drawdown and on the Drawdown Date of the relevant Advance no Event of Default or a Potential Event of Default having occurredhas occurred and is continuing or might result from such Advance being paid to the Borrowers; and 5.01.03 4.2.3 on the date of the Notice of Drawdown in respect of the relevant Advance the representations and warranties set out in Clause 17 16 (updated mutatis mutandis to the relevant Drawdown Date) being are true and/or and correct; and 5.01.04 4.2.4 the receipt by the Lender of Agent shall have received the Notice of Drawdown in respect of the form set out in Schedule 1 hereto relevant Advance not later than 11.00 a.m. (London time) two on the third (23rd) Banking Days Business Day prior to the Drawdown Date (or such shorter period as may be agreed by the Agent) from the Borrowers setting outout the proposed Drawdown Date. 4.3 The Borrowers may make a request for a Pre-Delivery Facility Advance by sending to the Agent a duly completed Notice of Drawdown, inter aliasubject that the Pre-Delivery Facility Advances may only be made as follows - (a) by Advance A in the amount of up to Twenty Four million Five hundred thousand Dollars (US$24,500,000) to finance or refinance part of the amounts due or paid to Samsung under Article II Paragraph(4)(b) of the Shipbuilding Contract A; and (b) by Advance B in the amount of Twenty Four million Five hundred thousand Dollars (US$24,500,000) to finance or refinance part of the amounts due or paid to Samsung under Article II Paragraph (4)(b) of the Shipbuilding Contract B; 4.4 The Borrowers may make a request for a Post-Delivery Senior Facility Advance by sending to the Agent a duly completed Notice of Drawdown, subject that the Post-Delivery Senior Facility Advances may only be made as follows: (a) by Advance C in the amount of up to Twenty Two million Five hundred thousand Dollars (US$22,500,000) to be applied for the purpose of Clause 2.2.2; and (b) by Advance D in the amount of up to Twenty Two million Five hundred thousand Dollars (US$22,500,000) to be applied for the purpose of Clause 2.2.2.; 4.5 The Borrowers may make a request for a Post-Delivery Junior Facility Advance by sending to the Agent a duly completed Notice of Drawdown, subject that the Post-Delivery Junior Facility Advances may only be made as follows: (a) by Advance E in the amount of up to Seven million Five hundred thousand Dollars (US$7,500,000) to be applied for the purpose of Clause 2.2.3; and (b) by Advance F in the amount of up to Seven million Five hundred thousand Dollars (US$7,500,000) to be applied for the purpose of Clause 2.2.3.; 4.6 It shall be a condition of the Borrowers making a request for a Post-Delivery Junior Facility Advance that a request for the Post-Delivery Senior Facility Advance related to the same Vessel has been made. 4.7 Where the Borrowers make a request for a Post-Delivery Junior Facility Advance or part thereof then the making of such Advance shall be subject to: (a) the Agent receiving from the Borrowers on or before the date of the proposed relevant Notice of Drawdown, a Statement of Additional Construction Expenses approved by the Facility Agent which shall be made available in form and substance satisfactory to the Borrowers in accordance with Agent and the Agent may request such further information as the Agent may reasonably require to support the said Statement of Additional Construction Expenses; and (b) a copy of the notice from Samsung under the relevant Shipbuilding Contract that the Additional Construction Costs are due, shall be served on the Agent together with the said Statement of Additional Construction Expenses such notice to be certified by the Borrowers to be a true and complete copy, and the Borrowers shall certify that Samsung can properly give such notice and that it has been properly given under the terms and conditions of this Agreementthe relevant Shipbuilding Contract. 5.02 The 4.8 A Notice of Drawdown once made shall be irrevocable and the Borrowers shall be bound appoint each other for the purpose of executing a Notice of Drawdown so that any one Borrower executing a Notice of Drawdown binds all Borrowers to borrow in accordance with such notice. 5.03 On the payment of the Facility the Borrowers shall sign an Acknowledgement in the form set out in Schedule 2 hereto. 5.04 If the Borrowers give the Notice of Drawdown pursuant to Clause 5.01.04 so executed. 4.9 The Paying Agent and/or the Banks shall consolidate any Advances made under each of the Post-Delivery Senior Facility and the Lender makes arrangements on the basis of such notice to acquire Dollars in the London Interbank Market to fund the Facility or any part thereof and the Borrowers are not permitted or otherwise fail to borrow in accordance with such Notice of Drawdown (either on account of any condition precedent not being fulfilled or otherwise) the Borrowers shall indemnify the Lender against any damages, losses or expenses which the Lender may incur (either directly or indirectly) as a consequence of the failure by the Borrowers to borrow in accordance with such Notice of DrawdownPost-Delivery Junior Facility.

Notice of Drawdown. 5.01 Subject to4.1 The Borrowers may make a request for an Advance by sending to the Agent a duly completed Notice of Drawdown subject to the conditions in this Clause 4. 4.2 All Advances shall be subject to the following conditions being complied with to the Agent’s and the Security Trustee’s satisfaction: 5.01.01 4.2.1 on the receipt Drawdown Date of each Advance the conditions precedent set out in Clause 16 in respect of such Advance shall have either been satisfied or shall have been waived by the Lender of Security Trustee (whether with or without conditions) and the documents and satisfaction of the other conditions specified undertakings in Clauses 19.01 18 and 19.02 in form and substance satisfactory to the Lender and its legal advisers 19 so far as they are relevant on or before the Drawdown DateDate have at all times been complied with; and 5.01.02 4.2.2 on the date of the Notice of Drawdown and on the Drawdown Date no Event of Default or an event which with the giving of notice or passage of time or a Potential determination of the Agent and/or satisfaction of any condition or any combination of the foregoing may become an Event of Default having occurredshall have occurred and be continuing or might result from such Advance being paid to the Borrowers; and 5.01.03 4.2.3 on the date of the Notice of Drawdown the representations and warranties set out in Clause 17 14 (updated mutatis mutandis to the Drawdown Date) being are true and/or and correct; and 5.01.04 4.2.4 the receipt by the Lender of Agent shall have received the Notice of Drawdown in respect of the form set out in Schedule 1 hereto relevant Advance not later than 11.00 a.m. (London time) two on the second (22nd) Banking Days Business Day prior to the Drawdown Date in respect thereof (or such shorter period as may be agreed by the Agent after consultation with the Banks) from the Borrowers setting out, inter alia, out the date proposed Drawdown Date. 4.3 Both Refinancing Advances shall be drawn down simultaneously unless the Agent agrees otherwise. 4.4 Unless otherwise expressly agreed between the Borrowers and the Agent no Subsequent Advance shall be made: 4.4.1 if both the Refinancing Advances and the Initial Working Capital Advance have not been previously drawn down; 4.4.2 if such relevant Subsequent Advance has not been specifically approved by the Agent; 4.4.3 if by being drawn down it would increase the Facility to a sum in excess of seventy per cent (70%) of the proposed Drawdown, Security Value; 4.4.4 if by being drawn down it would increase the Facility to a sum in excess of the Applicable Limit prevailing at the relevant time; and 4.4.5 in an amount of less than One million Dollars ($1,000,000) or multiples thereof. 4.5 The Borrowers may, at any time during the Availability Period, cancel the Facility or, as the case may be, any part thereof which remains undrawn in whole or in part (but if in part in a minimum of One hundred thousand Dollars ($100,000) and, if more, in integral multiples of One hundred thousand Dollars ($100,000)) upon giving the Agent three (3) Business Days’ notice in writing to that effect. Such notice once given shall be made available irrevocable. Notwithstanding any such cancellation pursuant to this Clause 4.4 the Borrowers shall continue to be liable for any and all amounts due to the Borrowers in accordance with Banks under this Agreement including without limitation any amounts due to the Banks under Clauses 4.8, 5, 7, 12.8, 13 and on the terms and conditions of this Agreement25. 5.02 The 4.6 A Notice of Drawdown once made shall be irrevocable and the Borrowers shall be bound appoint each other for the purpose of executing a Notice of Drawdown so that any one Borrower executing a Notice of Drawdown binds all Borrowers to borrow in accordance with such noticethe Notice of Drawdown so executed. 5.03 4.7 On the payment of the Facility amount drawn down in respect of each Advance the Borrowers shall sign an Acknowledgement in the form set out in Schedule 2 3 hereto. 5.04 If the Borrowers give the Notice of Drawdown pursuant to Clause 5.01.04 and the Lender makes arrangements on the basis of such notice to acquire Dollars in the London Interbank Market to fund the Facility or any part thereof and the Borrowers are not permitted or otherwise fail to borrow in accordance with such Notice of Drawdown (either on account of any condition precedent not being fulfilled or otherwise) the Borrowers shall indemnify the Lender against any damages, losses or expenses which the Lender may incur (either directly or indirectly) as a consequence of the failure by the Borrowers to borrow in accordance with such Notice of Drawdown.

Notice of Drawdown. 5.01 Subject to: 5.01.01 5.1 The Borrower may draw an Advance subject to giving the receipt by the Lender of the documents and satisfaction of the other conditions specified in Clauses 19.01 and 19.02 in form and substance satisfactory to the Lender and its legal advisers on or before the Drawdown Date; and 5.01.02 no Event of Default or a Potential Event of Default having occurred; and 5.01.03 the representations and warranties set out in Clause 17 (updated mutatis mutandis to the Drawdown Date) being true and/or correct; and 5.01.04 the receipt by the Lender of the Agent Notice of Drawdown in the form set out in Schedule 1 hereto not later than 11.00 11:00 a.m. (London time) time two (2) Banking Days prior before the proposed Drawdown Date, which notice shall: 5.1.1 be effective on receipt by the Agent; 5.1.2 specify the Banking Day during the Commitment Period applicable to that Advance upon which that Advance is required; 5.1.3 give full details of the place and account, which must be acceptable to the Agent, to which the proceeds of that Advance are to be paid; 5.1.4 constitute a representation and warranty in the terms of Clause 16; and 5.1.5 be irrevocable. 5.2 Upon receipt of a Notice of Drawdown, the Agent shall promptly notify each Lender of: 5.2.1 the amount of that Advance; 5.2.2 the amount of that Lender’s participation in that Advance; 5.2.3 the Drawdown Date setting out, inter alia, of that Advance; and 5.2.4 the date duration of the proposed Drawdownfirst Interest Period for that Advance. 5.3 Each Lender shall, subject to the Facility shall be made provisions of this Agreement, make available to the Borrowers Agent on each Drawdown Date the relevant part of its Commitment in respect of the Advance to be drawn on that Drawdown Date. 5.4 Notwithstanding the giving of a Notice of Drawdown pursuant to Clause 5.1 neither the Lenders nor the Agent shall be obliged to disburse any funds until all the applicable conditions set out in Clause 18.1 have been satisfied. 5.5 Subject to the provisions of this Agreement, the Agent will pay to the Borrower on each Drawdown Date the amounts which the Agent receives from the Lenders under Clause 5.3 in like funds as are received by the Agent from the Lenders by applying the same in accordance with the Notice of Drawdown given by the Borrower. 5.6 The payment by the Agent under Clause 5.5 shall constitute the making of that Advance and on the terms Borrower shall thereupon become indebted, as principal and conditions direct obligor, to each Lender in the amount of each Lender’s Contribution in respect of that Advance (in addition to any amount previously advanced by that Lender pursuant to this Agreement). 5.02 The 5.7 Unless otherwise expressly agreed between the Borrower, the Lenders and the Agent no Working and Investment Capital Advance shall be made: 5.7.1 if by being drawn down it would increase the Facility to a sum in excess of the Applicable Limit prevailing at the relevant time; and/or 5.7.2 in an amount of less than One million Dollars ($1,000,000) or multiples thereof. 5.8 Each Notice of Drawdown shall be irrevocable and the Borrowers Borrower shall be bound to borrow in accordance with such notice. 5.03 5.9 On the payment of each Advance drawn down the Facility the Borrowers Borrower shall sign an Acknowledgement in the form set out in Schedule 2 3 hereto. 5.04 5.10 If the Borrowers give the Borrower gives a Notice of Drawdown pursuant to Clause 5.01.04 5.1 and the Lender makes Lenders make arrangements on the basis of such notice to acquire Dollars in the London Interbank Market to fund the Facility an Advance or any part thereof and the Borrowers are Borrower is not permitted or otherwise fail fails to borrow in accordance with such Notice of Drawdown (either on account of any condition precedent not being fulfilled or otherwise) the Borrowers Borrower shall indemnify the Lender Lenders against any damages, losses or expenses which the Lender Lenders may incur (either directly or indirectly) as a consequence of the failure by the Borrowers Borrower to borrow in accordance with such Notice of Drawdown. 5.11 The Borrower may, at any time during the Availability Period, cancel the Facility or, as the case may be, any part thereof which remains undrawn in whole or in part (but if in part in a minimum of One hundred thousand Dollars ($100,000) or a multiple thereof upon giving the Lenders and/or the Agent three (3) Banking Days’ notice in writing to that effect. Such notice once given shall be irrevocable and upon such cancellation taking effect the Facility shall be reduced accordingly. Notwithstanding any such cancellation pursuant to this Clause 5.11 the Borrower shall continue to be liable for any and all amounts due to the Lenders under this Agreement including without limitation any amounts due to the Lenders under Clauses 7, 9, 15 and 24.