Common use of Availability and Purpose Clause in Contracts

Availability and Purpose. The Contingent Facility shall, subject to this Agreement, be available by way of multiple Drawdowns on and after the Closing Date on a revolving basis prior to the Term Conversion Date, and the Borrowers may borrow, repay and reborrow Cdn. Dollars or US Dollars, may issue, repay and re-issue Bankers’ Acceptances or BA Equivalent Advances, provided that (collectively, the “Contingent Facility Funding Conditions”): (i) except as provided in clause (ii) below, Drawdowns under the Contingent Facility shall only be requested by the NEB Reserve Borrower and used to satisfy the NEB Financial Resources Requirement in an aggregate principal amount of up to Cdn.$500,000,000 (in each case, a “NEB Reserve Drawdown”); and (ii) Drawdowns under the Contingent Facility may also be used to fund Project Costs if the Construction Facility has been fully drawn at the time of a Drawdown under the Contingent Facility and, in such case: (A) no more than one Drawdown under the Contingent Facility may be requested in any calendar month and not in the same calendar month in which a Drawdown has been made under the Construction Facility; (B) each Drawdown under the Contingent Facility shall only be used to fund, in whole or in part, Project Costs that are due as well as projected Project Costs for up to the next 60 day period and the maximum amount of each requested Drawdown shall not exceed the amount of such due and projected Project Costs; (C) Consolidated Total Funded Debt (excluding the Equivalent Amount in Canadian Dollars of the Outstanding Principal under the Working Capital Facility and Permitted Incremental Debt) shall not exceed 60% of the total pro forma Project Costs incurred and to be incurred over the period noted in clause (B) above as set out in the applicable Drawdown Notice and for certainty including the total incremental Project Costs requested to be funded as set out in such Drawdown Notice; and (D) the Forward Funding Test has been satisfied.

Availability and Purpose. The Contingent Construction Facility shall, subject to this Agreement, be available by way of multiple Drawdowns on and after the Closing Date on a revolving basis prior to the Term Conversion Date, and the Borrowers Principal Borrower may borrow, repay and reborrow Cdn. Dollars or US Dollars, may issue, repay and re-issue Bankers’ Acceptances or BA Equivalent Advances, provided that (collectively, the “Contingent Construction Facility Funding Conditions”): (i) except as provided in clause (ii) below, Drawdowns under the Contingent Facility shall only be requested by the NEB Reserve Borrower and used to satisfy the NEB Financial Resources Requirement in an aggregate principal amount of up to Cdn.$500,000,000 (in each case, a “NEB Reserve Drawdown”); and (ii) Drawdowns under the Contingent Facility may also be used to fund Project Costs if the Construction Facility has been fully drawn at the time of a Drawdown under the Contingent Facility and, in such case: (A) no more than one Drawdown under the Contingent Construction Facility may be requested in any calendar month and not in the same calendar month in which a Drawdown has been made under the Construction Facilitymonth; (Bii) each Drawdown under the Contingent Construction Facility shall only be used to fund, in whole or in part, Project Costs that are due (including the reimbursement to any Affiliate of the Principal Borrower who has advanced loans to an Obligor between the IPO Date and the Closing Date to fund Project-related Capital Expenditures of the Obligors during such period) as well as projected Project Costs for up to the next 60 day period and the maximum amount of each requested Drawdown shall not exceed the amount of such due and projected Project Costs; (Ciii) Consolidated Total Funded Debt (excluding the Equivalent Amount in Canadian Dollars of the Outstanding Principal under the Working Capital Facility and Permitted Incremental Debt) shall not exceed 60% of the total pro forma Project Costs incurred and to be incurred over the period noted in clause (Bii) above as set out in the applicable Drawdown Notice and for certainty including the total incremental Project Costs requested to be funded as set out in such Drawdown Notice; and (Div) the Total Borrower Equity Financing, together with projected undrawn availability under the Construction Facility and the Contingent Facility over the next following 6 month period (and subject to the limitations on the permitted amount of Consolidated Total Funded Debt set out in clause (iii) above), is no less than the projected Project Costs for the next following 6 month period (the “Forward Funding Test has been satisfiedTest”).