Common use of Drawdown Procedure Clause in Contracts

Drawdown Procedure. At the time you order equipment from Motorola, ------------------- you will notify Motorola in writing on the purchase order that you intend to finance the purchase with Motorola under this Credit Agreement, and will identify the location (by State and county) at which each item of equipment may be located during the term of this Agreement. By issuing that notice you will be deemed to represent and warrant that all prior statements of your account are correct. Upon shipment of each such item of equipment, provided that all Requirements for Advances have been satisfied, if the Requirements for Advances have been satisfied, Motorola shall thereupon be deemed to have made an Advance equal to 75% of the purchase price of such item of equipment, and Motorola shall make a notation on its books and records, and on the schedule to the Note, showing such Advance. On each Quarterly Date during the term of this Credit Agreement, the aggregate amount of the Advances made since the date hereof, or if later, since the date of the most recent Quarterly Date, shall constitute a Loan, which shall bear interest at the Applicable Rate and amortize as set forth herein. You hereby irrevocably authorize Motorola at any time to endorse on the Note (or record on its books and records) the date and amount of any Advances made by Motorola to you, the outstanding balance of all Advances and Loans at any time and each payment and prepayment of any principal plus interest accruing thereon. Such endorsement or record shall be prima facie evidence of the principal amount owing on the Note in any proceedings to enforce the payment thereof; provided, that failure to record an Advance or any erroneous recordation shall not affect Borrower's obligations to repay all sums actually borrowed hereunder. No Advance or deemed Advance shall be permitted for any payment of principal or interest due under the Note. You will receive from Motorola, on or about the Thursday immediately preceding the last Monday of the month, an itemized list of equipment provided to you during the most recent monthly period. You will pay to Motorola, within thirty days from the invoice date, the full amount of the purchase price for equipment and services shown on such invoice, less the amount of any Advances made for the purchase of any such equipment as provided above.

Drawdown Procedure. At (a) Unless otherwise specified herein, the time you order equipment from MotorolaBorrower may obtain Advances under the Credit Facility, ------------------- you will notify Motorola in writing on subject to the purchase order that you intend provisions hereof, by delivering to finance the purchase with Motorola under this Credit AgreementAdministrative Agent at the Branch of Account not less than four Banking Days' prior to each proposed Drawdown Date for LIBOR Advances, four Business Days' prior to each proposed Drawdown Date for Advances by way of Bankers' Acceptances, two Business Days' prior to each proposed Drawdown Date for Advances by way of Prime Rate Advances and Base Rate Advances, and will identify 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 location 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 (for LIBOR Advances) or term (for Bankers' Acceptances); provided that, if the Borrower fails to give such notice with respect to the roll-over of any outstanding LIBOR Advances or Advances by State and county) at which each item way of equipment Bankers' Acceptances prior to any applicable Interest Period or maturity date, as the case may be located during the term of this Agreement. By issuing that notice you will be, such Advances shall be deemed to represent and warrant that all prior statements be Base Rate Advances, in the case of your account are correct. Upon shipment of each such item of equipment, provided that all Requirements for Advances have been satisfied, if the Requirements for Advances have been satisfied, Motorola shall thereupon be deemed to have made an Advance equal to 75% of the purchase price of such item of equipmentLIBOR Advances, and Motorola shall make a notation on its books and recordsPrime Rate Advances, in the case of Bankers' Acceptance, and on the schedule to the Note, showing such Advance. On each Quarterly Date during the term of this Credit Agreement, the aggregate amount of the Advances made since the date hereof, or if later, since the date of the most recent Quarterly Date, shall constitute a Loan, which 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 (provided that at any time thereafter the Borrower may, provided no Default has occurred and amortize is continuing, convert such Advances into LIBOR Advances or request the issuance of Bankers' Acceptances upon giving notice as set forth herein. You hereby irrevocably authorize Motorola at any time in this Section 3.1(a)). (b) 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 Applicable Percentage of the proposed Advance and, if applicable, the Interest Period thereof. (c) Each Lender shall make available to endorse the 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 Note 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 record 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 its books 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 recordsbinding 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 relevant Drawdown Notice after giving a Drawdown Notice in respect thereof or (ii) the date and Advance not occurring on a Drawdown Date due to the 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 Advances made by Motorola to youLender the amount of such loss or expense and the certificate of the Administrative Agent or each such Lender setting out the amount of such loss or expense shall, in the outstanding balance absence of all Advances and Loans at any time and each payment and prepayment of any principal plus interest accruing thereon. Such endorsement or record shall manifest error, be prima facie evidence thereof. The indemnity set out in this Section shall survive the termination of the principal amount owing on Commitments and the Note in any proceedings to enforce the payment thereof; provided, that failure to record an Advance or any erroneous recordation shall not affect Borrower's obligations to repay repayment of all sums actually borrowed hereunder. No Advance or deemed Advance shall be permitted for any payment of principal or interest due amounts outstanding hereunder and under the Note. You will receive from Motorola, on or about the Thursday immediately preceding the last Monday of the month, an itemized list of equipment provided to you during the most recent monthly period. You will pay to Motorola, within thirty days from the invoice date, the full amount of the purchase price for equipment and services shown on such invoice, less the amount of any Advances made for the purchase of any such equipment as provided aboveFinancing Documents.

Drawdown Procedure. At (a) Unless otherwise specified herein, the time you order equipment from MotorolaBorrower may obtain Advances under the Credit Facility, ------------------- you will notify Motorola in writing on subject to the purchase order that you intend provisions hereof, by delivering to finance the purchase with Motorola under this Credit AgreementAdministrative Agent at the Branch of Account not less than four Banking Days’ prior to each proposed Drawdown Date for LIBOR Advances, four Business Days’ prior to each proposed Drawdown Date for Advances by way of Bankers’ Acceptances, two Business Days’ prior to each proposed Drawdown Date for Advances by way of Prime Rate Advances and Base Rate Advances, and will identify 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 location 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 (for LIBOR Advances) or term (for Bankers’ Acceptances); provided that, if the Borrower fails to give such notice with respect to the roll-over of any outstanding LIBOR Advances or Advances by State and county) at which each item way of equipment Bankers’ Acceptances prior to any applicable Interest Period or maturity date, as the case may be located during the term of this Agreement. By issuing that notice you will be, such Advances shall be deemed to represent and warrant that all prior statements be Base Rate Advances, in the case of your account are correct. Upon shipment of each such item of equipment, provided that all Requirements for Advances have been satisfied, if the Requirements for Advances have been satisfied, Motorola shall thereupon be deemed to have made an Advance equal to 75% of the purchase price of such item of equipmentLIBOR Advances, and Motorola shall make a notation on its books and recordsPrime Rate Advances, in the case of Bankers’ Acceptances, and on the schedule to the Note, showing such Advance. On each Quarterly Date during the term of this Credit Agreement, the aggregate amount of the Advances made since the date hereof, or if later, since the date of the most recent Quarterly Date, shall constitute a Loan, which 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 (provided that at any time thereafter the Borrower may, provided no Default has occurred and amortize is continuing, convert such Advances into LIBOR Advances or request the issuance of Bankers’ Acceptances upon giving notice as set forth herein. You hereby irrevocably authorize Motorola at any time in this Section 3.1(a)). (b) 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 Applicable Percentage of the proposed Advance and, if applicable, the Interest Period thereof. (c) Each Lender shall make available to endorse the 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 Note 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 record 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 its books 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 recordsbinding 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 relevant Drawdown Notice after giving a Drawdown Notice in respect thereof or (ii) the date and Advance not occurring on a Drawdown Date due to the 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 Advances made by Motorola to youLender the amount of such loss or expense and the certificate of the Administrative Agent or each such Lender setting out the amount of such loss or expense shall, in the outstanding balance absence of all Advances and Loans at any time and each payment and prepayment of any principal plus interest accruing thereon. Such endorsement or record shall manifest error, be prima facie evidence thereof. The indemnity set out in this Section shall survive the termination of the principal amount owing on Commitments and the Note in any proceedings to enforce the payment thereof; provided, that failure to record an Advance or any erroneous recordation shall not affect Borrower's obligations to repay repayment of all sums actually borrowed hereunder. No Advance or deemed Advance shall be permitted for any payment of principal or interest due amounts outstanding hereunder and under the Note. You will receive from Motorola, on or about the Thursday immediately preceding the last Monday of the month, an itemized list of equipment provided to you during the most recent monthly period. You will pay to Motorola, within thirty days from the invoice date, the full amount of the purchase price for equipment and services shown on such invoice, less the amount of any Advances made for the purchase of any such equipment as provided aboveFinancing Documents.