Procedure for Making Advances Clause Samples

Procedure for Making Advances. (a) The Administrative Agent shall make Advances available to the relevant Borrowers as required hereunder by debiting the account of the Administrative Agent to which the Relevant Lenders’ Main Facility Rateable Portions of such Advances have been credited in accordance with Section 11.2(b) (or causing such account to be debited) and, in the absence of other arrangements agreed to by the Administrative Agent and Celestica in writing, by transferring (or causing to be transferred) like funds in accordance with the instructions of the Borrower as set forth in the Drawdown Notice in respect of each Advance; provided that the obligation of the Administrative Agent hereunder shall be limited to taking such steps as are commercially reasonable to implement such instructions, which steps once taken shall constitute conclusive and binding evidence that such funds were advanced hereunder in accordance with the provisions relating thereto and the Administrative Agent shall not be liable for any damages, claims or costs which may be suffered by the Borrower and occasioned by the failure of such Advance to reach the designated destination, except to the extent such damages, claims or costs are the result of the gross negligence or wilful misconduct (as determined by a final, non-appealable decision of a court of competent jurisdiction) of the Administrative Agent. (b) Unless the Administrative Agent has been notified by a Relevant Lender on the Banking Day prior to the Drawdown Date requested by a Borrower that such Relevant Lender will not make available to the Administrative Agent its Main Facility Rateable Portion of such Advance, the Administrative Agent may assume that such Relevant Lender has made such portion of the Advance available to the Administrative Agent on the Drawdown Date in accordance with the provisions hereof and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Relevant Lender shall not have so made its Main Facility Rateable Portion of the Advance available to the Administrative Agent, then such Relevant Lender shall pay to the Administrative Agent forthwith on demand such Relevant Lender’s Main Facility Rateable Portion of the Advance and all reasonable costs and expenses incurred by the Administrative Agent in connection therewith together with interest thereon (at the rate payable thereunder by the Borrower in respect of such Advance) f...

Procedure for Making Advances. For any Advance, Borrower shall provide Lender an irrevocable Notice of Borrowing at least seven (7) business days prior to the desired Funding Date. Borrower shall execute and deliver to Lender a Note and such other documents and instruments as Lender may reasonably require for each Advance made. Borrower will hold Lender harmless from any losses on account of any Advance made pursuant to any oral or written request that Lender in good faith believes to have been made by an authorized representative of Borrower (including any employee of Borrower, whether or not a Responsible Officer) and all such Advances shall be deemed Obligations hereunder for all purposes hereunder.

Procedure for Making Advances. Each Borrowing under Section 2.1 shall occur following written notice from the Borrower to the Agent or telephonic request from any person purporting to be authorized to request Advances on behalf of the Borrower. Each such notice or request shall specify (i) the date of the requested Borrowing, (ii) the amount thereof, and (iii) if any portion of such Borrowing will bear interest at a Eurodollar Rate, the Interest Period selected by the Borrower with respect thereto. Such notice or request must be received by the Agent not later than 10:00 a.m. on the day on which such Borrowing is to occur or, if all or any portion of the Borrowing will bear interest at a Eurodollar Rate, not later than three Business Days prior to the date on which such Borrowing is to occur. Concurrent with any such notice or request, the Borrower shall deliver to the Agent in writing (which may be by facsimile transmission) the certificate required by Section 3.3(b). Upon receiving a request for a Borrowing under Section 2.1, and in any event not later than 1:30 p.m. on the date that the requested Borrowing is to occur, or, if the requested Borrowing is to bear interest at a Eurodollar Rate, the close of business on the day that the request is received, the Agent will notify the Banks of the amount of the requested Borrowing, the amount of each Bank’s Advance with respect thereto, and, if applicable, the fact that the Borrower has elected a Eurodollar Rate and the Interest Period selected by the Borrower. Upon fulfillment of the applicable conditions set forth in Article III, each Bank shall remit its Percentage of the requested Borrowing to the Agent in immediately available funds. So long as a Bank receives notice of the requested Borrowing prior to 1:30 p.m. on the date that the requested Borrowing is to occur, or, if the requested Borrowing is to bear interest at a Eurodollar Rate, the close of business on the day that the request is received, that Bank will make its Advance with respect to that Borrowing available to the Agent by wire transfer of immediately available funds to the Agent not later than 4:00 p.m. on the date called for in such notice. Prior to the close of business on the day of the requested Borrowing, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and the Borrower may from time to time agree. The Agent shall have no obligation to disburse the request...

Procedure for Making Advances. Borrower shall provide Lender an irrevocable Notice of Borrowing at least 15 business days prior to the desired Funding Date for any Advance, including therewith all vendor invoices, bills of sale, receipts, agreements, proof of payment, and other documents to evidence the ownership of such equipment by Borrower for which Borrower is requesting an Advance hereunder provided such financed equipment is delivered to Borrower within 120 days of the Funding Date for such equipment. Lender shall only be required to make Advances hereunder based upon written requests which comply with the terms and exhibits of this Loan Agreement (as the same may be amended from time to time), and which are submitted and signed by a Responsible Officer. Borrower shall execute and deliver to Lender a Note and such other documents and instruments as Lender may reasonably require for each Advance made. With respect to the initial Advance hereunder, Lender agrees to finance equipment delivered to Borrower since January 1, 2008, provided the Notice of Borrowing for such Advance is delivered to Lender within 30 days from the date of this Agreement.

Procedure for Making Advances. (a) Pro Rata Advances. Subject to Sections 3.3, 3.5, 3.10, 7.2, 7.3, 7.4 and 11.1(d) all Advances made by the Lenders will be made in accordance with each Lender’s Rateable Portion of such Advance, except to the extent that the Agent deems any variations therefrom to be immaterial. The Agent shall determine all adjustments to the amounts required to be advanced by the Lenders to reflect as nearly as practicable the respective Rateable Portions of the Lenders under the Credit Facility.

Procedure for Making Advances. (a) Each Advance shall be made upon Denver Water’s irrevocable notice to the Lender. Each such notice shall be given by delivery to the Lender of a Request for Advance, appropriately completed and signed by a Responsible Officer of Denver Water, in accordance with Section 8.02, at least two (2) Business Days prior to the requested date of the Advance. Each Request for Advance shall specify (i) the requested date of disbursement (which shall be a Business Day), (ii) the principal amount of the Advance (which shall be in a principal amount of at least $1,000,000) and (iii) the account(s) of Denver Water to which the Advance is to be disbursed. (b) Upon satisfaction of the applicable conditions set forth in Section 3.02, the Lender shall make all funds so requested available to Denver Water by 3:00 p.m. on the Business Day specified in the related Request for Advance by wire transfer of such funds for deposit to an account specified by Denver Water in the Request for Advance, in each case in accordance with instructions provided to (and reasonably acceptable to) the Lender. (c) The Lender shall promptly notify Denver Water of the interest rate applicable to any Loan upon determination of such interest rate.

Procedure for Making Advances. For any Advance, Parent shall provide Agent an irrevocable Notice of Borrowing at least 10 business days prior to the desired Funding Date and Agent shall only be required to make Advances hereunder based upon written requests which comply with the terms and exhibits of this Loan Agreement (as the same may be amended from time to time), and which are submitted and signed by a Responsible Officer. Borrower shall execute and deliver to Agent a Note and such other documents and instruments as Agent may reasonably require for each Advance made.

Procedure for Making Advances. Borrower shall provide Lender an irrevocable Notice of Borrowing at least 15 business days prior to the desired Funding Date for Advances, including therewith all vendor invoices, bills of sale, receipts, agreements, proof of payment, and other documents to evidence the ownership of such equipment by Borrower for which Borrower is requesting an Advance hereunder provided such financed equipment is delivered to Borrower within 180 days of the Funding Date for such equipment. Lender shall only be required to make Advances hereunder based upon written requests which comply with the terms and exhibits of this Loan Agreement (as the same may be amended from time to time), and which are submitted and signed by a Responsible Officer. Borrower shall execute and deliver to Lender a Note and such other documents and instruments as Lender may reasonably require for each Advance made. With respect to the initial Advance hereunder, Lender agrees to finance equipment delivered to Borrower since January 1, 2010, provided the Notice of Borrowing for such Advance is delivered to Lender within 30 days from the date of this Agreement. Execution and delivery of this Amendment constitutes a reaffirmation as of the date thereof of all of the representations and warranties contained in the Agreement and the Loan Documents, as such representations and warranties may be amended hereby. Except as amended hereby, the Agreement remains unmodified and unchanged. FOUNDATION MEDICINE, INC. LIGHTHOUSE CAPITAL PARTNERS VI, L.P. By: /s/ ▇▇▇▇ ▇▇▇▇▇ By: LIGHTHOUSE MANAGEMENT Name: ▇▇▇▇ ▇▇▇▇▇ PARTNERS VI, L.L.C., its general partner Title: CBO By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director dated as of November 1, 2010, as amended (“Agreement”), by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”) and FOUNDATION MEDICINE, INC. (“Borrower”). (All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Agreement.) Without limiting or amending any other provisions of the Agreement, Lender and Borrower agree to the following: Section 1.1 of the Agreement, the following definition shall be deleted in its entirety and replaced with the following:

Procedure for Making Advances. (a) Pro Rata Advances. All Advances made by the Lenders will be made in accordance with each Lender's Rateable Portion of such Advance.