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 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. 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 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. 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 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).

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 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 4.1 Subject to clauses 3 (Term) and 10 (Conditions Precedent) below, the Lender shall only make drawings under any Portion an Advance to ZNG subject to: (a) a Drawdown Notice in respect of such Advance having been received by the Lender; (b) the amount of the Facility if: 2.3.1 in Advance does not exceed 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 3Available Facility; 2.3.2 (c) the representations and warranties referred to in clause 12 (Representations and Warranties) below would be true if repeated on the intended Drawdown Date; and (d) no Event of Default has occurred before and is continuing. 4.2 Each Advance shall be paid by the date Lender direct to the following US$ denominated account (or to any other account nominated by the Lender in writing): Corresponding bank: XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX Beneficiary bank: XXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXX Payee: XXXXXXXXXXXXXXXXXXXXXXXXXXX Account name: OOO "Zauralneftegaz" Account number: XXXXXXXXXXXXXXXXXXXXXXX 4.3 ZNG shall be responsible for satisfying all requirements of Russian Federation law and regulation in respect of the Loan, each Advance and any matter contemplated by this Agreement and shall indemnify the Lender for any loss or damage (including legal fees) it may suffer as a result of the Loan, any Advance or this Agreement being in contravention of such drawing; 2.3.3 no written notice has been received indicating law or regulation. ZNG shall provide to the Lender such information or documentation that the Hermes Cover does not validly exist without restriction; 2.3.4 the representations it may from time to time request in writing to demonstrate that all requirements of Russian Federation law and warranties set out regulation in Clause 9 and each respect of the Loan, each Advance and any 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 matter contemplated by the Commercial Loan Agent that all conditions precedent to drawdown of the Commercial Loan this Agreement have been satisfied save for those which are and that ZNG is in compliance with its obligations under this Agreement. 4.4 ZNG shall procure that in respect of each Advance a sum of 2% (or such other amount as may from time to time be satisfied pursuant stipulated by applicable Russian banking and currency control regulations) in respect thereof is placed in a special deposit account to this Clause 2.3 satisfy Russian banking and Clause 2.7, PROVIDED THAT Tranche 1 and Portion 2 currency control regulations (the "RETENTION REQUIREMENT"). Such amounts shall not be capable of drawing until twenty per cent (20%) of the Contract Price has been paid by the Borrower repaid to the Builder and Portion 2 Lender immediately upon release to ZNG from such special deposit account. 4.5 An Advance equal to the Assumed Commitment shall not be capable of drawing until the Hermes Premium or the relevant part thereof has treated as having 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 as 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)date hereof.