Common use of Drawdown Procedure Clause in Contracts

Drawdown Procedure. (a) So long as no Default or Event of Default has occurred and is continuing the Borrowers may, at any time prior to September 30, 2012, request Drawdowns pursuant to this Section 2.2 by delivery of written notice (a “Borrowing Notice”) to the Lender no later than ten Business Days prior to the date on which funding of the Drawdown is sought. The Borrower Notice shall: (i) state the amount of such Drawdown; (ii) state the date on which funding of the Drawdown is sought, which shall be a Business Day; (iii) state the Remaining Drawdown Amount before giving effect to such Drawdown and the Remaining Drawdown Amount after giving effect to such Drawdown; (iv) contain a reasonably detailed description of the purposes for which such Drawdown will be used, including, in the case such Drawdown is for purposes of settling Existing Unsecured Claims, the particular Existing Unsecured Claims to be settled and the material terms and conditions of such settlement; (v) contain wire instructions for the Borrowers’ account to which such Drawdown is to be funded; (vi) contain a certification from a Responsible Officer of each of the Borrowers that no Default or Event of Default has occurred and is continuing; and (vii) contain such other information as the Lender may require from time to time to be included in Borrowing Notices. (b) The Lender’s obligation to lend, and the Borrower’s right to borrow, any Drawdown shall be subject to the satisfaction, on and as of the applicable Drawdown Date, of the conditions precedent specified in Section 3.2.

Drawdown Procedure. (a) So long as no Default or Event Unless otherwise specified herein, the Borrower may obtain Advances under the Credit Facility, subject to the provisions hereof, by delivering to the Administrative Agent at the Branch of Default has occurred and is continuing the Borrowers may, at any time Account not less than four Banking Days’ prior to September 30each proposed Drawdown Date for LIBOR Advances, 2012four Business Days’ prior to each proposed Drawdown Date for Advances by way of Bankers’ Acceptances, request Drawdowns pursuant two Business Days’ prior to this Section 2.2 each proposed Drawdown Date for Advances by delivery way of written Prime Rate Advances and Base Rate Advances, and such notice period in respect of Advances by way of L/Cs as BNS may reasonably require so that it has sufficient time to review the proposed form of L/C, a Drawdown Notice, specifying among other things, the type of Advance, the amount to be borrowed, the requested Drawdown Date and, if applicable, the length of the Interest Period (a “Borrowing Notice”for LIBOR Advances) or term (for Bankers’ Acceptances); provided that, if the Borrower fails to give such notice with respect to the Lender no later than ten Business Days roll-over of any outstanding LIBOR Advances or Advances by way of Bankers’ Acceptances prior to any applicable Interest Period or maturity date, as the date on which funding of the Drawdown is sought. The Borrower Notice shall: (i) state the amount of case may be, such Drawdown; (ii) state the date on which funding of the Drawdown is sought, which Advances shall be a Business Day; (iii) state the Remaining Drawdown Amount before giving effect deemed to such Drawdown and the Remaining Drawdown Amount after giving effect to such Drawdown; (iv) contain a reasonably detailed description of the purposes for which such Drawdown will be used, includingBase Rate Advances, in the case such Drawdown is for purposes of settling Existing Unsecured ClaimsLIBOR Advances, and Prime Rate Advances, in the particular Existing Unsecured Claims case of Bankers’ Acceptances, and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin or the Prime Rate plus the Applicable Margin, as the case may be settled and (provided that at any time thereafter the material terms and conditions of such settlement; (v) contain wire instructions for the Borrowers’ account to which such Drawdown is to be funded; (vi) contain a certification from a Responsible Officer of each of the Borrowers that Borrower may, provided no Default or Event of Default has occurred and is continuing; and (vii) contain , convert such other information Advances into LIBOR Advances or request the issuance of Bankers’ Acceptances upon giving notice as the Lender may require from time to time to be included set forth in Borrowing Noticesthis Section 3.1(a)). (b) The Upon receipt of each Drawdown Notice for a Prime Rate Advance, Base Rate Advance and LIBOR Advance, the Administrative Agent shall forthwith notify the Lenders thereof specifying the amount of the Advance being requested, the proposed Drawdown Date, each Lender’s obligation Applicable Percentage of the proposed Advance and, if applicable, the Interest Period thereof. (c) Each Lender shall make available to lendthe Administrative Agent such Lender’s Applicable Percentage of the relevant Prime Rate Advance, Base Rate Advance or LIBOR Advance before 11:00 a.m. (Toronto time) on the relevant Drawdown Date, by transfer through the interbank payment system in immediately available funds, to the account designated by the Administrative Agent at the Branch of Account. (d) Provided that the applicable conditions set forth in Article 6 have been fulfilled after receipt by the Administrative Agent of the funds transferred to it pursuant to Section 3.1(c), the Administrative Agent shall forthwith make such funds available to the Borrower by debiting the account(s) referred to in Section 3.1(c) and by crediting the Designated Account or by paying the Borrower, as the Borrower shall otherwise direct, like funds in the aggregate of such funds received by the Administrative Agent from the Lenders prior to 2:00 p.m. (Toronto time) on the Drawdown Date, but if the conditions precedent to the Advance are not met by 2:00 p.m. (Toronto time) on the Drawdown Date, the Administrative Agent shall return such funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made. (e) Each Drawdown Notice shall be irrevocable and binding on the Borrower. In respect of the Advance specified in any Drawdown Notice, the Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from any and all loss or expense incurred or sustained by the Administrative Agent and such Lender as a result of (i) failure by the Borrower to borrow such Advance in accordance with the terms hereof and the Borrower’s right to borrow, any relevant Drawdown shall be subject Notice after giving a Drawdown Notice in respect thereof or (ii) the Advance not occurring on a Drawdown Date due to the satisfaction, on and as failure by the Borrower to fulfil any of the applicable conditions set forth in Article 6 or the occurrence of a Default; which loss or expense shall include, without limitation, any loss or expense incurred by reason of the liquidation or re-employment of deposits or other funds obtained by the Administrative Agent or any Lender to fund the requested Advance, but shall not include any compensation for loss of the amount of the Applicable Margin which would otherwise have been earned by the Lenders if such Advance had been made or if such Advance had been made on the requested Drawdown Date. The Borrower shall, on demand from the Administrative Agent, pay to the Administrative Agent for or on behalf of itself or any Lender the amount of such loss or expense and the certificate of the conditions precedent specified Administrative Agent or each such Lender setting out the amount of such loss or expense shall, in the absence of manifest error, be prima facie evidence thereof. The indemnity set out in this Section 3.2shall survive the termination of the Commitments and the repayment of all amounts outstanding hereunder and under the Financing Documents.

Drawdown Procedure. 1. In preparation for the disbursement of a Loan, the Commission will call at least seven Business Days (T-7) before the Disburse- ment Date (“T”) (two Business Days (T-2) in the case of the first disbursement) on the Committed Lenders to make their partici- pation available on the account referred to in Article 3 on T by 11:00 a.m. (Brussels time) in the form of the Template Drawdown Notice in Annex 5 to this Agreement. The Committed Lenders shall send a copy of their payment instructions to this effect to the Commission and the ECB at the latest two Business Days (T-2) before (one Business Day (T-1) before in the case of the first disbursement). The Lenders undertake not to change them. 2. If on the Disbursement Date the account referred to in Article 3 has not been credited with the full amount of the Net Partici- pations (the “Full Amount”) in sufficient time to allow the ECB to transfer the full amount of the Loan to be disbursed on T, then: (a) So long as no Default or Event if the aggregate amount of Default has occurred and the Net Participations received is continuing at least 90% of the Borrowers mayFull Amount in respect of such Loan then, at any time prior provided that the Borrower consents, the Commission shall instruct the ECB to September 30, 2012, request Drawdowns pursuant to this Section 2.2 by delivery of written notice (a “Borrowing Notice”) disburse the Loan in an amount equal to the Lender no later than ten aggregate of the Net Participations actually received into the account; if in such circumstances the Borrower refuses to receive the lower amount of the Loan then the Commission shall instruct the ECB to return the Net Participations received to the Committed Lenders concerned; if the Bor- rower accepts to receive the reduced Net Participations and within 2 Business Day of T, all or part of the shortfall in the Net Disbursements is received into the Lenders’ Account then the Commission shall consult with the Borrower as to whether it wishes to receive a remittance of such funds and in such event the parties shall make such adjustments to the terms of the relevant portion of the Loan to take into account the late receipt of these funds. Any funds received outside this period of two Business Days prior shall be returned by the Commission to the date on which funding relevant Committed Lenders but without prejudice to the rights of the Drawdown is sought. The Borrower Notice shall: (i) state the amount in respect of such DrawdownCommitted Lenders which failed to fund the Loan; (ii) state the date on which funding of the Drawdown is sought, which shall be a Business Day; (iii) state the Remaining Drawdown Amount before giving effect to such Drawdown and the Remaining Drawdown Amount after giving effect to such Drawdown; (iv) contain a reasonably detailed description of the purposes for which such Drawdown will be used, including, in the case such Drawdown is for purposes of settling Existing Unsecured Claims, the particular Existing Unsecured Claims to be settled and the material terms and conditions of such settlement; (v) contain wire instructions for the Borrowers’ account to which such Drawdown is to be funded; (vi) contain a certification from a Responsible Officer of each of the Borrowers that no Default or Event of Default has occurred and is continuing; and (vii) contain such other information as the Lender may require from time to time to be included in Borrowing Notices. (b) The Lender’s obligation if the aggregate amount of the Net Participations received is lower than 90% of the Full Amount in relation to lendsuch Loan, then the Commission shall not instruct the ECB to make such Loan and the Borrower’s right ECB and the Commission shall await further instructions from the Parties through the Euro Working Group Chairman. If the relevant Parties instruct the Com- mission not to borrow, any Drawdown proceed with such Loan or do not reply within two Business Days following the Disbursement Date the Commission shall be subject instruct the ECB to return such funds to the satisfaction, on and as of Lenders concerned. The amounts held in the applicable Drawdown Date, of account will be remunerated according to a rate decided by the conditions precedent specified in Section 3.2ECB.

Drawdown Procedure. (a) So long as no Default or Event Unless otherwise specified herein, the Borrower may obtain Advances under the Credit Facility, subject to the provisions hereof, by delivering to the Administrative Agent at the Branch of Default has occurred and is continuing the Borrowers may, at any time Account not less than four Banking Days' prior to September 30each proposed Drawdown Date for LIBOR Advances, 2012four Business Days' prior to each proposed Drawdown Date for Advances by way of Bankers' Acceptances, request Drawdowns pursuant two Business Days' prior to this Section 2.2 each proposed Drawdown Date for Advances by delivery way of written Prime Rate Advances and Base Rate Advances, and such notice period in respect of Advances by way of L/Cs as BNS may reasonably require so that it has sufficient time to review the proposed form of L/C, a Drawdown Notice, specifying among other things, the type of Advance, the amount to be borrowed, the requested Drawdown Date and, if applicable, the length of the Interest Period (a “Borrowing Notice”for LIBOR Advances) or term (for Bankers' Acceptances); provided that, if the Borrower fails to give such notice with respect to the Lender no later than ten Business Days roll-over of any outstanding LIBOR Advances or Advances by way of Bankers' Acceptances prior to any applicable Interest Period or maturity date, as the date on which funding of the Drawdown is sought. The Borrower Notice shall: (i) state the amount of case may be, such Drawdown; (ii) state the date on which funding of the Drawdown is sought, which Advances shall be a Business Day; (iii) state the Remaining Drawdown Amount before giving effect deemed to such Drawdown and the Remaining Drawdown Amount after giving effect to such Drawdown; (iv) contain a reasonably detailed description of the purposes for which such Drawdown will be used, includingBase Rate Advances, in the case such Drawdown is for purposes of settling Existing Unsecured ClaimsLIBOR Advances, and Prime Rate Advances, in the particular Existing Unsecured Claims case of Bankers' Acceptance, and shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin or the Prime Rate plus the Applicable Margin, as the case may be settled and (provided that at any time thereafter the material terms and conditions of such settlement; (v) contain wire instructions for the Borrowers’ account to which such Drawdown is to be funded; (vi) contain a certification from a Responsible Officer of each of the Borrowers that Borrower may, provided no Default or Event of Default has occurred and is continuing; and (vii) contain , convert such other information Advances into LIBOR Advances or request the issuance of Bankers' Acceptances upon giving notice as the Lender may require from time to time to be included set forth in Borrowing Noticesthis Section 3.1(a)). (b) The Upon receipt of each Drawdown Notice for a Prime Rate Advance, Base Rate Advance and LIBOR Advance, the Administrative Agent shall forthwith notify the Lenders thereof specifying the amount of the Advance being requested, the proposed Drawdown Date, each Lender’s obligation 's Applicable Percentage of the proposed Advance and, if applicable, the Interest Period thereof. (c) Each Lender shall make available to lendthe Administrative Agent such Lender's Applicable Percentage of the relevant Prime Rate Advance, Base Rate Advance or LIBOR Advance before 11:00 a.m. (Toronto time) on the relevant Drawdown Date, by transfer through the interbank payment system in immediately available funds, to the account designated by the Administrative Agent at the Branch of Account. (d) Provided that the applicable conditions set forth in Article 6 have been fulfilled after receipt by the Administrative Agent of the funds transferred to it pursuant to Section 3.1(c), the Administrative Agent shall forthwith make such funds available to the Borrower by debiting the account(s) referred to in Section 3.1(c) and by crediting the Designated Account or by paying the Borrower, as the Borrower shall otherwise direct, like funds in the aggregate of such funds received by the Administrative Agent from the Lenders prior to 2:00 p.m. (Toronto time) on the Drawdown Date, but if the conditions precedent to the Advance are not met by 2:00 p.m. (Toronto time) on the Drawdown Date, the Administrative Agent shall return such funds to the Lenders or invest them in an overnight investment as orally instructed by each Lender until such time as the Advance is made. (e) Each Drawdown Notice shall be irrevocable and binding on the Borrower. In respect of the Advance specified in any Drawdown Notice, the Borrower shall indemnify the Administrative Agent and each Lender and hold the Administrative Agent and each Lender harmless from any and all loss or expense incurred or sustained by the Administrative Agent and such Lender as a result of (i) failure by the Borrower to borrow such Advance in accordance with the terms hereof and the Borrower’s right to borrow, any relevant Drawdown shall be subject Notice after giving a Drawdown Notice in respect thereof or (ii) the Advance not occurring on a Drawdown Date due to the satisfaction, on and as failure by the Borrower to fulfil any of the applicable conditions set forth in Article 6 or the occurrence of a Default; which loss or expense shall include, without limitation, any loss or expense incurred by reason of the liquidation or re-employment of deposits or other funds obtained by the Administrative Agent or any Lender to fund the requested Advance, but shall not include any compensation for loss of the amount of the Applicable Margin which would otherwise have been earned by the Lenders if such Advance had been made or if such Advance had been made on the requested Drawdown Date. The Borrower shall, on demand from the Administrative Agent, pay to the Administrative Agent for or on behalf of itself or any Lender the amount of such loss or expense and the certificate of the conditions precedent specified Administrative Agent or each such Lender setting out the amount of such loss or expense shall, in the absence of manifest error, be prima facie evidence thereof. The indemnity set out in this Section 3.2shall survive the termination of the Commitments and the repayment of all amounts outstanding hereunder and under the Financing Documents.