Escrow Drawdown Request definition
Examples of Escrow Drawdown Request in a sentence
Notwithstanding anything herein or in any other Loan Document to the contrary, each Escrow Drawdown Request delivered pursuant to this clause (e) after the delivery of an Original Escrow Drawdown Request shall supersede all previously delivered Escrow Drawdown Requests.
Upon the satisfaction of the Escrow Release Conditions described below, the Administrative Agent shall notify the Escrow Agent that such conditions have been satisfied, and shall direct the Escrow Agent to promptly disburse the Escrowed Term Loans to the Administrative Agent to be funded pursuant to the Escrow Drawdown Request.
The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any Escrow Drawdown Request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed and presented by the Designated Company.
If the Administrative Agent notifies the Designated Company that the Escrow Agent has internally confirmed receipt of additional amounts in the Escrow Account in excess of the Escrow Amounts set forth in a previously delivered Escrow Drawdown Notice, the Designated Company may deliver an updated Escrow Drawdown Request in accordance with, and within the time periods required by, the terms of this clause (e).
If for any reason the drawdown requested pursuant to an Escrow Drawdown Request is not funded by the Escrow Agent to the Administrative Agent as the result of any of the requirements set forth in clause (f) below failing to be satisfied by the time or by the date set forth therein, then, during the Escrow Period, the Designated Company may deliver an updated Escrow Drawdown Request in accordance with, and within the time periods required by, the terms of this clause (e).
Promptly following receipt of an Escrow Drawdown Request in accordance with this clause (e), the Administrative Agent shall provide notice thereof to the Aleris Incremental Term Lenders.
Upon receipt of the Escrowed Term Loans, the Administrative Agent shall promptly disburse the Escrowed Amounts to the Specified Bank Accounts in accordance with the applicable Escrow Drawdown Request on the Aleris Incremental Funding Date (the time of such disbursement, the “Escrow Release Time”).
In the event the Escrow Drawdown Request is delivered to the Administrative Agent, whether in writing, by telecopier or otherwise, the Administrative Agent is authorized to seek confirmation of such instruction by telephone call back to the person or persons designated in Exhibit A to the Aleris Increase Joinder Amendment (the “Call Back Authorized Individuals”), and the Administrative Agent and the Escrow Agent may rely upon the confirmations of anyone purporting to be a Call Back Authorized Individual.
For the avoidance of doubt, if on the Aleris Incremental Funding Date the Escrowed Amounts are less than the amount originally requested to be funded pursuant to the original Escrow Drawdown Request, then, to the extent that the foregoing conditions in this clause (f) have been satisfied, the Designated Company may proceed with the funding of the then-available Escrowed Amounts by complying with the proviso in clause (e)(i) above.
The Escrow Agent shall have received an Escrow Drawdown Request in respect of the Escrowed Amounts in accordance with Section 2.18, and the Escrow Agent shall be satisfied, in its discretion, that the Callback Procedures have been complied with.