Common use of Voluntary cancellation Clause in Contracts

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.

Voluntary cancellation. (a) At any time prior Subject to the tenth Clause 11.2 (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee LettersRestriction), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide by giving to the Agent not less than 3 Business Days’ prior written notice to that effect, cancel the whole or any part (being a minimum amount of €1,000,000 and an integral multiple of €1,000,000) of any Available Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and any such cancellation shall become effective on permanently reduce the earlier relevant Available Commitments of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery DateLenders proportionately. (b) Any cancellation under In the event of certain refusals by a Lender as provided in Clause 45.7 (Replacement of non-Instructing Group Lender) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Instructing Group, the Borrower may, subject to the applicable requirements of Clause 2.4 45.7 (Voluntary CancellationReplacement of non-Instructing Group Lender), upon five Business Days’ written notice by the Borrower to the Agent (which notice the Agent shall promptly transmit to each of the Lenders) shall terminate all or, as the case may be, any Commitment, if any, of such Lender, so long as: (i) reduce the Commitments Outstandings with respect to such Commitment being cancelled, together with accrued and unpaid interest, fees and all other amounts, owing to such Lender (excluding amounts owing in respect of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) Outstandings of the any other Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or maintained by such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it Lender which are not being repaid pursuant to Clause 13.11(a)(iv45.7 (Replacement of non-Instructing Group Lender)) are repaid concurrently with the effectiveness of such termination (at which time Part I of Schedule 1 (Lenders and Commitments) shall be deemed modified to reflect such changed amounts); and (ii) be irrevocableafter giving effect to such termination (and other adjustments to each Lender’s Proportion of the Revolving Facility Commitment and/or related L/C Proportion of the remaining Lenders as contemplated below), none of the Revolving Facility Outstandings of any remaining Lender shall exceed its Revolving Facility Commitment. (c) The Borrower shall notify After giving effect to the Facility Agent in writing termination of the Commitments of any cancellation Lender pursuant to the provisions of paragraph (b) above, unless the respective Lender continues to have Term Facility Outstandings or other Commitments (if any) hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Clauses 18 (Taxes), 19 (Increased Costs), 33 (Borrower’s Indemnities), 37 (Sharing Among the Finance Parties) and 40 (Costs and Expenses)), which shall survive as to such repaid Lender. (d) Immediately after the Revolving Facility Commitment of any Lender is terminated pursuant to paragraph (b) above, there shall occur automatic consequential adjustments (as determined by the Agent) in each Lender’s Proportion of Revolving Facility Commitments (and as a result thereof in the related L/C Proportions) of the available USD remaining Revolving Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased VesselLenders.

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee, any Pre-Disbursement Delay Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding EntityBpiFAE) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD EUR Facility and shall not cancel all or part of the available USD EUR Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE COFACE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.

Voluntary cancellation. (a) At any time prior Subject to the tenth paragraph (10thb) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubtbelow, the Finance PartiesObligors’ legal fees required hereunderAgent may, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to if it gives the Facility Agent and not less than three Business Days’ (or such shorter period as the Funding Entity Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of an Available Facility provided that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier does not result in a breach of the tenth Clause 7.9 (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery DateConditions of assignment or transfer). (b) Any Other than a cancellation of the Total Commitments in full, no notice of cancellation may be given under this Clause 2.4 paragraph (Voluntary Cancellationa) shall before the date on which the Alcan Related Debt (other than any Alcan Bond Debt) has been repaid in full if, as a result of that cancellation, the Available Facilities would aggregate less than the sum of (i) reduce the Commitments Maximum Refinancing Amount (less the principal amount, as at the Unconditional Date, of any Alcan Bond Debt) and (ii) the maximum potential aggregate amount of any Acquisition Cash Consideration and any Buyback Cash Consideration as set out in the Press Release (or, if different, in the Offer Document or the Scheme Document, as the case may be), having deducted therefrom the amount of any cash reserves which the Group has available at the time of the Lenders ratably proposed cancellation and which it has agreed to commit to the Acquisition or, as the case may be, Buyback. (provided that, if c) (i) Prior to the Borrower cancels up to twenty per cent. (20%) date on which a Successful Syndication of the Facility Facilities (as defined in accordance with the Commitment Letter) has been achieved, any cancellation under paragraph (a) above within four shall be applied as follows: (4A) months of the date of this Agreement (or such longer period as the Facility Agentfirst, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable.Term Facilities pro rata; and (cB) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory secondly, to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased VesselRevolving Facility.

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Completion Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for if it gives the Administrative Agent not less than five (5) Business Days’ (or such shorter period as the Administrative Agent and Lead Technical Bank (acting in consultation with the Technical Bank) may agree) prior notice, cancel in whole or any Funding Losses, premium or penalties, provide written notice part (being a minimum amount of $1,000,000) of the Available Facility; provided that notwithstanding anything to the Facility Agent (contrary in this Clause 8.2(a), if any Loans are to remain outstanding on the date of which the Facility Agent shall notify BpiFAE and the Funding Entity) that such cancellation, the Borrower elects shall have, prior to cancel all or part the delivery of the available Facilityrelevant notice, and such cancellation shall become effective on demonstrated to the earlier satisfaction of the tenth Lead Technical Bank (10thacting reasonably and in consultation with the Technical Bank) Business Day after that, notwithstanding any cancellation of any Available Facility pursuant to that notice, it will have sufficient funds available to it to enable it to achieve the Completion Date and pay all items of Gross Expenditure set forth in the then current Banking Case up to and including the Completion Date (including the aggregate cost contingencies provided for in the then current Banking Case and projected Phase 1 Cost Overruns as of the date of such notice has been provided to the Facility Agent and the Scheduled Delivery Datecancellation). (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) 8.2 shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocablerateably. (c) The Borrower shall notify On the Facility Agent in writing date (the “cancellation date”) on which the cancellation of any Commitment pursuant to paragraph (a) or pursuant to Clause 5.5 (Cancellation of Commitment) or Clause 9.8 (Effect of repayment and prepayment on Commitments) takes effect: (i) the Total Commitments for the Specified Period (the “Initial Specified Period”) in which the cancellation date occurs shall be reduced by the amount of the available USD Facility Commitments so cancelled pursuant to paragraph (a), Clause 5.5 (Cancellation of Commitment) or Clause 9.8 (Effect of repayment and prepayment on Commitments) and the Commitment of each Lender for the Initial Specified Period shall not cancel all or part be reduced by the same proportion by which the Total Commitments for the Initial Specified Period is reduced; and (ii) if, as a result of the available USD Facility without providing evidence satisfactory reduction of the Total Commitments for the Initial Specified Period pursuant to paragraph (i) above, the Total Commitments for any subsequent Specified Period exceeds the reduced Total Commitments for the initial Specified Period, the Total Commitments for each Specified Period shall be reduced to an amount equal to the Facility Agent reduced Total Commitments for the initial Specified Period and the Funding Entity Commitments of each Lender in each subsequent Specified Period shall be reduced by the same proportion by which the Total Commitments for that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased VesselSpecified Period are reduced.

Voluntary cancellation. (aA) At any time prior to On 30 October 2009, Kosmos may cancel the tenth undrawn Commitments under all Facilities (10thin whole only) Business Day if the Condition Precedent set out in paragraph 19 of Part 1 of Schedule 3 has not been satisfied on or before the Scheduled Delivery Date, that date. (B) After 30 October 2009 and subject to the Borrower paying any due and unpaid fees (includingclause 10.8(F), for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees during each Availability Period under the Fee Letters)Facilities, and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower Kosmos may, without liability for any Funding Losses, premium by giving not less than ten Business Days’ (or penalties, provide such shorter period as the Majority Lenders under the relevant Facility may agree) prior written notice to the relevant Facility Agent Agent, without penalty, cancel the undrawn Commitments under any Facility in whole or in part (but if in part, in a minimum amount of which USD 1 million or, if less, the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel all or part balance of the available Facilityundrawn Commitments). The relevant Commitments in respect of such Facility will be cancelled on a date specified in such notice, and such cancellation shall become effective on being a date not earlier than ten Business Days after the earlier of the tenth (10th) Business Day after such relevant notice has been provided to the is received by that Facility Agent and the Scheduled Delivery DateAgent. (bC) Any valid notice of cancellation will be irrevocable and will specify the date on which the cancellation shall take effect. No part of any Commitment which has been cancelled or which is the subject of a notice of cancellation may subsequently be utilised. (D) When any cancellation of Commitments under a Facility takes effect, each Lender’s Available Commitment under that Facility will be reduced by an amount which bears the same proportion to the total amount being cancelled as its Available Commitment under that Facility bears to the Total Available Commitment (at that time) under the relevant Facility. (E) Any voluntary cancellation of the Total Senior Commitment or, as the case may be, the Total Junior Commitment shall only be made if simultaneously there is a pro rata cancellation of the Total Available Commitment of each of the Senior Facilities or, as the case may be, the Junior Facilities. (F) Kosmos may cancel the undrawn Commitments under the Facilities pursuant to this Clause 2.4 clause 10.8 (Voluntary Cancellation) shall only if: (i) reduce (a) the cancellation applies to all Commitments and is made simultaneously with the full repayment of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility all outstanding Loans in accordance with paragraph (a) above within four (4) months of the date terms of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.Agreement; or

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery DateUPC Broadband may, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory by delivering to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due a duly completed Cancellation Notice not less than five Business Days prior to the Builder at due date of cancellation, cancel the delivery unutilised portion of the Purchased VesselTotal Additional Facility Commitments in whole or in part (but, if in part, in an aggregate minimum Original Euro Amount of €10,000,000) in such proportions as UPC Broadband may specify in the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective Cancellation Notice on the earlier date specified in the Cancellation Notice. Any cancellation in part shall be applied against the relevant Additional Facility Commitment of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Dateeach Lender pro rata. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce If, at any time on or after the Commitments date of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) issuance of the Facility a Cancellation Notice in accordance with either paragraph (a) above within four or Clause 7.3(a) (4Voluntary prepayment) months below but prior to the cancellation or prepayment date specified therein (any such Cancellation Notice being an “Active Cancellation Notice”), the Facility Agent is required to determine whether sufficient Lenders have consented to an amendment and/or waiver of any term of the date of this Agreement Finance Documents pursuant to Clause 25 (or such longer period as Amendments and Waivers) then the Facility Agent, acting on the instructions in making that determination, shall: (i) disregard any undrawn Additional Facility Commitment of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility any Lender which is due to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it cancelled pursuant to Clause 13.11(a)(iv)) and any Active Cancellation Notice in existence at that time; and (ii) be irrevocable. (c) The Borrower shall notify disregard the Facility Agent in writing outstanding Advances of any cancellation Lender which are due to be prepaid in accordance with any Active Cancellation Notice in existence at that time, provided that, notwithstanding the irrevocable nature of an Active Cancellation Notice, to the extent that any such prepayment is not made on the date specified in the corresponding Active Cancellation Notice then the amount of the available USD Facility and relevant outstanding Advances shall not cancel all or part be disregarded and the rights of the available USD Facility without providing evidence satisfactory applicable Lender(s) to participate in the Facility Agent and relevant voting process shall be fully reinstated with retroactive effect from the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery date of the Purchased Vesselcorresponding Active Cancellation Notice.

Voluntary cancellation. (a) At any time Subject to the terms of this Agreement and the conditions set out in this Clause 7.4 (Voluntary Cancellation), the Borrower may, by giving written notice to the Agent not less than ninety (90) days prior to the tenth (10th) Business Day before the Scheduled Delivery a scheduled Drawdown Date, subject cancel all or any part of undrawn Commitment provided that it first demonstrates to the satisfaction of the Agent that: (i) the Borrower paying any due has and unpaid fees will continue to have sufficient funds available to achieve Construction Completion by the Construction Completion Deadline; and (including, for ii) the cancellation will not result in the occurrence of an Event of Default or Potential Default. (b) For the avoidance of doubt, the Finance Parties’ legal fees required hereunderBorrower shall have no right to fund any cancellation of any undrawn Commitment by means of the raising of any additional finance apart from by way of additional Equity Contributions provided by the Sponsors, save where the Commitment Fee and any fees under cancellation is for the Fee Lettersreason set out in Clause 5.7(e) (Lenders Contributions), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding EntityClause 7.1(a)(ii) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary CancellationPrepayment), Clause 13 (Market Disruption), Clause 14 (Increased Costs), Clause 15(b)(ii) shall (iIllegality) reduce the Commitments of the Lenders ratably (provided that, if or where the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) all Commitments which are still available and (ii) be irrevocableprepays all Loans. (c) Subject to the provisions of the Equity Subscription Agreement, the Borrower shall be obligated to cancel the Long Term Facility Commitment by the Reduced Commitment. Final-January 2nd, 2011 (d) Any cancellation in part (other than under Clause 14 (Increased Costs) or Clause 15(b)(ii) (Illegality) hereof) will reduce the applicable Commitments of each Senior Lender pro rata. (e) No amount cancelled under this Agreement may subsequently be reinstated. (f) The Borrower shall notify pay the Facility Agent in writing of Cancellation Fee with respect to any cancellation under this Agreement, provided, however, that the Cancellation Fee will not apply if the cancelled amount of the available USD applicable Facility and shall not cancel all has been replaced by Equity Contributions or part of if the available USD Facility without providing evidence satisfactory to cancellation is for the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vesselreason set out in Clause 5.7(e) (Lenders Contributions), this Clause 7.4(c), Clause 14 (Increased Costs) or Clause 15(b)(ii) (Illegality).

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee, any Pre-Disbursement Delay Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding EntityCOFACE) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD EUR Facility and shall not cancel all or part of the available USD EUR Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE COFACE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocable. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.

Voluntary cancellation. (a) At any time prior Subject to the tenth other terms of this Clause 7.6 (10thVoluntary Cancellation) Business Day before and the other terms of this Agreement, the Borrower may, by giving not less than thirty (30) days’ prior notice to the Senior Agent, cancel the amount of the Total Senior Lender Commitments, in whole or in part. (b) Partial cancellation of the Total Senior Lender Commitments must be in a minimum amount of ten million NIS (NIS 10,000,000) linked to the Base Index. (c) The Borrower may not cancel any amount of the Total Senior Lender Commitments with respect to a Senior Facility if, as a result of such cancellation, a Drawdown Request issued by the Borrower would result in there being insufficient Total Senior Lender Commitments to provide the requested Loan under that Senior Facility. (d) The Borrower may not voluntarily cancel any of the Total Senior Lender Commitments unless (1) the Technical Adviser has certified that the Borrower has sufficient funds to complete the IPP by no later than the Scheduled Delivery Date, subject Completion Date and (2) it first demonstrates to the satisfaction of the Senior Agent that the following cumulative conditions have been met: (i) no Forecast Funding Shortfall (as certified by the Technical Adviser) would result, if it were to be tested immediately following the cancellation; (ii) the cancellation will not result in the occurrence of a Default; (iii) no Financial Indebtedness other than Permitted Financial Indebtedness under Clause 17.7(b)(ii) below, is incurred in order to fund such cancellation; and (e) with respect to the cancellation of any amount of the Total Guarantees Commitments (or the replacement of an issued but undrawn Third Party Guarantee) the Borrower paying demonstrates to the full satisfaction of the Senior Agent that it is either no longer required to provide the relevant Third Party Guarantee or the Shareholders have provided the relevant guarantee without recourse to or in any due and unpaid fees way relying on any of the assets of the Borrower (includingexcept, for the avoidance of doubt, reliance on distributions and dividends). (f) The Borrower may not voluntarily cancel any of the Finance Parties’ legal fees required hereunderTotal Standby Commitments, the Commitment Fee Total VAT Commitments, the Total DSRA Commitments, the Total Guarantees Commitments or the Total Hedging Commitments without the prior approval of the Senior Agent, and any fees under with respect to the Fee LettersTotal Guarantees Commitments or the Total Hedging Commitments without also the prior approval of the Issuing Bank or the Hedging Bank, respectively. (g) Subject to the other terms of this Clause 7.6 (Voluntary Cancellation), the Borrower may cancel the Total Guarantees Commitments, the Total Working Capital Commitments and provided the Total Hedging Commitments, each, in whole or in part, without cancelling the Total Long Term Commitments and the Total Standby Commitments. (h) A voluntary cancellation of the entire Total Long Term Commitments shall result in the automatic cancellation of the entire Total Senior Lender Commitments. (i) In the event that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the Borrower may, without liability for cancels any Funding Losses, premium or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation Total Senior Lender Commitments under this Clause 2.4 7.6 (Voluntary Cancellation) ), it shall pay a cancellation fee [***] of the cancelled Commitments for any amount cancelled, other than in the event that the cancellation is due to: (i) reduce a reduction in the Commitments Capital Costs of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (a) above within four (4) months of the date of this Agreement (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and Project; (ii) be irrevocable.to the extent that any applicable Ratio is equal or less than 1.25:1, an additional contribution of equity by the Shareholders, that increases such applicable Ratio up to 1.30:1 (it is clarified that this sub-clause does not apply to contribution of additional equity that results in an increase of such applicable Ratio above 1.30:1); or (ciii) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory with respect to the Facility Agent and Total Long Term Commitments, the Funding Entity that it Total Standby Commitments or the Total DSRA Commitments, the Commercial Operation Date has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vesseloccurred.

Voluntary cancellation. (a) At any time prior Tranche A Revolving Facility The Obligors' Agent may, by giving to the tenth Facility Agent not less than 10 Business Days' prior notice to that effect, cancel the whole or any part (10thbeing a minimum amount of DM1,000,000) Business Day before of the Scheduled Delivery DateTotal Tranche A Commitments whereupon the Tranche A Revolving Commitment of each Additional Bank shall be reduced by a proportionate amount and pro rata to their respective Tranche A Revolving Commitments at such time (b) Facility Tranche B Provided that the Tranche A Revolving Commitments of each Additional Bank have been cancelled, subject the Obligor's Agent may by giving to the Borrower paying Facility Agent not less than 10 Business Days prior notice to that effect, cancel the whole or any due and unpaid fees part (being a minimum amount of DM1,000,000) of the Total Tranche B Commitments whereupon the Tranche B Revolving Commitment of each Original Bank (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunderTranche B Revolving Commitment of each Ancillary Bank but disregarding, for this purpose its Ancillary Commitment) shall be reduced by a proportionate amount and pro rata to their respective Tranche B Revolving Commitments at such time and the Standby L/C Commitment Fee and any fees under the Fee Letters), and provided of each Bank shall be reduced by a proportionate amount pro rata. Provided that the Borrower provides evidence satisfactory Tranche A Revolving Facility or, as the case may be the Tranche B Revolving Facility shall not be reduced pursuant to this Clause 11.5 to below the Deutschmark Amount of outstanding (or scheduled to be outstanding under this Agreement) Tranche A Advances or, as the case may be Tranche B Advances or the Standby L/C Facility Agent and be reduced to below the Funding Entity Deutschmark Amount of Standby L/Cs issued that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vesselhave not expired or, the Borrower may, without liability for any Funding Losses, premium or penalties, provide written notice to the Facility Agent (in respect of which the Facility Agent shall notify BpiFAE an amount is due and the Funding Entity) that the payable by any Borrower elects under Clause 11.3, or scheduled to cancel all or part of the available Facility, and such cancellation shall become effective on the earlier of the tenth be issued (10th) Business Day after such notice has been provided to the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation under this Clause 2.4 (Voluntary Cancellation) shall (i) reduce the Commitments of the Lenders ratably (provided that, if the Borrower cancels up to twenty per cent. (20%) of the Facility in accordance with paragraph (athis Agreement) above within four (4) months of on the date relevant date, on the assumption that any Tranche B Advances due to be repaid, in accordance with the provisions of this Agreement are so repaid and that any Standby L/Cs due to expire so expire without the Banks party to such Standby L/Cs being required to make any (or such longer period as the Facility Agent, acting on the instructions of the Mandated Lead Arrangers, acting reasonably, may agree prior to the expiration of such four (4any further) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it pursuant to Clause 13.11(a)(iv)) and (ii) be irrevocablepayment thereunder. (c) The Borrower shall notify the Facility Agent in writing of any cancellation of the available USD Facility and shall not cancel all or part of the available USD Facility without providing evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel.

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the The Borrower may, without liability for any Funding Lossesby giving the Agent not less than three (3) Business Days’ prior written notice, premium permanently reduce, cancel or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel terminate all or part of the available Facility, and such cancellation shall become effective on the earlier unutilised portions of the tenth Facilities (10thbut if in part, in a minimum amount of USD five million (5,000,000) Business Day after such or in integral multiples of USD five million (5,000,000)). Irrevocable notice has been provided to Any notice of prepayment or cancellation by the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation Borrower under this Clause 2.4 (Voluntary Cancellation) 7 shall (i) reduce be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date upon which the prepayment or cancellation is to be made and the amount of the prepayment or cancellation. Additional payments Upon any reduction/cancellation of the Commitments under this Clause 7, the Borrower shall repay the Loans by an amount sufficient to ensure that the total aggregate amount of the Lenders ratably (provided that, if Loans shall constitute no more than the Borrower cancels up to twenty per cent. (20%) amount of the Facility in accordance with paragraph Available Commitment following the relevant reduction/cancellation, such repayment to be made no later than on the day that the relevant reduction/cancellation becomes effective. # 26 (a26) above within four (4) months of the date of Any prepayment under this Agreement (or such longer period as the Facility Agent, acting shall be made together with accrued interest on the instructions of the Mandated Lead Arrangersamount prepaid and, acting reasonably, may agree prior subject to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it any Break Costs pursuant to Clause 13.11(a)(iv)11.3 (Break Costs) below, without premium or penalty. Time of prepayment and (ii) be irrevocable. (c) cancellation The Borrower shall notify the Facility Agent in writing of not repay or prepay all or any cancellation part of the available USD Facility and shall not Loan or cancel all or any part of the available USD Commitments except at the times and in the manner expressly provided for in this Agreement. No reinstatement No amount of the Commitments cancelled under this Agreement may subsequently be reinstated. The Borrower may not utilise any part of a Facility without providing evidence satisfactory which has been cancelled. Any amount of the Term Loan Facility repaid or prepaid may not be re-borrowed. Forwarding of notice of prepayment and cancellation If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased VesselLenders.

Voluntary cancellation. (a) At any time prior to the tenth (10th) Business Day before the Scheduled Delivery Date, subject to the Borrower paying any due and unpaid fees (including, for the avoidance of doubt, the Finance Parties’ legal fees required hereunder, the Commitment Fee and any fees under the Fee Letters), and provided that the Borrower provides evidence satisfactory to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased Vessel, the The Borrower may, without liability for any Funding Lossesby giving the Agent not less than three (3) Business Days’ prior written notice, premium permanently reduce, cancel or penalties, provide written notice to the Facility Agent (of which the Facility Agent shall notify BpiFAE and the Funding Entity) that the Borrower elects to cancel terminate all or part of the available Facility, and such cancellation shall become effective on the earlier unutilised portions of the tenth Facilities (10thbut if in part, in a minimum amount of USD five million (5,000,000) Business Day after such or in integral multiples of USD five million (5,000,000)). Irrevocable notice has been provided to Any notice of prepayment or cancellation by the Facility Agent and the Scheduled Delivery Date. (b) Any cancellation Borrower under this Clause 2.4 (Voluntary Cancellation) 7 shall (i) reduce be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date upon which the prepayment or cancellation is to be made and the amount of the prepayment or cancellation. Additional payments Upon any reduction/cancellation of the Commitments under this Clause 7, the Borrower shall repay the Loans by an amount sufficient to ensure that the total aggregate amount of the Lenders ratably (provided that, if Loans shall constitute no more than the Borrower cancels up to twenty per cent. (20%) amount of the Facility in accordance with paragraph (a) above within four (4) months of Available Commitment following the date of relevant reduction/cancellation, such repayment to be made no later than on the day that the relevant reduction/cancellation becomes effective. Any prepayment under this Agreement (or such longer period as the Facility Agent, acting shall be made together with accrued interest on the instructions of the Mandated Lead Arrangersamount prepaid and, acting reasonably, may agree prior subject to the expiration of such four (4) month period) for purposes of creating a separate USD facility to be used for purposes of financing the acquisition of the Purchased Vessel, then Natixis shall maintain its participation percentage in the Loan as originally transferred or assigned to it any Break Costs pursuant to Clause 13.11(a)(iv)11.3 (Break Costs) below, without premium or penalty. Time of prepayment and (ii) be irrevocable. (c) cancellation The Borrower shall notify the Facility Agent in writing of not repay or prepay all or any cancellation part of the available USD Facility and shall not Loan or cancel all or any part of the available USD Commitments except at the times and in the manner expressly provided for in this Agreement. No reinstatement No amount of the Commitments cancelled under this Agreement may subsequently be reinstated. The Borrower may not utilise any part of a Facility without providing evidence satisfactory which has been cancelled. Any amount of the Term Loan Facility repaid or prepaid may not be re-borrowed. Forwarding of notice of prepayment and cancellation If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to the Facility Agent and the Funding Entity that it has the adequate financial resources available to it to pay all sums contractually due to the Builder at the delivery of the Purchased VesselLenders.