Common use of Procedure for Term Loans Clause in Contracts

Procedure for Term Loans. Not later than 11:00 A.M. (Minneapolis time) two LIBOR Business Days prior to the requested Closing Date if the Term Loans are requested as LIBOR Advances and not later than 11:00 A.M. (Minneapolis time) one Business Day prior to the Closing Date if the Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent shall deliver to the Agent a written notice of borrowing. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Date and after giving effect to the Term Loans, the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Date, (ii) whether such Term Loans are to be funded as LIBOR Advances or Prime Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable), and (iii) in the case of LIBOR Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers at the Agent’s main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b).

Procedure for Term Loans. Not later than 11:00 A.M. 12:00 noon (Minneapolis Chicago time) two LIBOR three Eurodollar Business Days prior to the requested Second Amendment Closing Date if the Term Loans are requested as LIBOR Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis Chicago time) one Business Day prior to on the Second Amendment Closing Date if the Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent Borrower shall deliver to the Agent a written notice of borrowing. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers Borrower that on the Second Amendment Closing Date and after giving effect to the Term Loans, Loans the applicable conditions specified in Article III and the Second Amendment have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Second Amendment Closing Date, (ii) whether such Term Loans are to be funded as LIBOR Eurodollar Rate Advances or Prime Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable)Advances, and (iii) in the case of LIBOR Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, promptly notify each Bank of the receipt of such notice and the matters specified therein. On the requested Second Amendment Closing Date, each Bank shall provide to the Agent the amount of such Bank’s 's Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis 2:00 p.m. (Chicago time). Unless the Agent determines that any applicable condition specified in Article III or the Second Amendment has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers Borrower at the Agent’s main 's principal office in Chicago, Illinois in Immediately Available Funds not later than 5:00 p.m. (Chicago time) on the Second Amendment Closing Date the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b)Advances.

Procedure for Term Loans. Not Prior to the Second Amendment Effective Date, each Bank advanced its Existing Term Loan to the Borrowers and such Existing Term Loan shall be continued as a part of the Term Loan of such Bank outstanding after giving effect to its Increased Term Loan (and such Existing Term Loans shall be continued as Eurodollar Rate Advances or Prime Rate Advances, as applicable). Further, not later than 11:00 A.M. (Minneapolis time) two LIBOR Eurodollar Business Days prior to the requested Closing Second Amendment Effective Date if the Increased Term Loans are requested as LIBOR Eurodollar Rate Advances and not later than 11:00 A.M. (Minneapolis time) one Business Day prior to the Closing Second Amendment Effective Date if the Increased Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent shall deliver to the Agent a written notice of borrowing. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Second Amendment Effective Date and after giving effect to the Increased Term Loans, the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Second Amendment Effective Date, (ii) whether such Increased Term Loans are to be funded as LIBOR Eurodollar Rate Advances or Prime Rate Advances (and if such Increased Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable), and (iii) in the case of LIBOR Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Second Amendment Effective Date, each Bank shall provide to the Agent the amount of such Bank’s Increased Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Increased Term Loans available to the Borrowers at the Agent’s main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b).

Procedure for Term Loans. Not later than 11:00 A.M. 2:00 P.M. (Minneapolis Central time) two three LIBOR Business Days prior to the requested Closing Term Loan Date if for the Advances in respect of the Tranche A3 Term Loans and for the portions of the Tranche B3 Term Loans that are requested as LIBOR Rate Advances and not later than 11:00 A.M. 2:00 P.M. (Minneapolis Central time) one Business Day prior to on the Closing requested Term Loan Date if for the portions of the Term Loans that are requested as Prime Base Rate Advances or Quoted Rate Advances, the Borrowers’ Agent shall deliver submit to the Administrative Agent a written notice of request for borrowing. Such notice of borrowing request for Term Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrowers each Borrower that on the Closing requested Term Loan Date and after giving effect to the requested Term Loans, Loans the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing Each request for Term Loans hereunder shall specify (i) the requested Closing Term Loan Date, (ii) whether the aggregate amount of Term Loans to be made on such date which, except for Base Rate Advances or Quoted Rated Advances, shall be in a minimum amount of $200,000 or, if more, a whole multiple of $100,000 in excess thereof, (iii) the type of Advance the Term Loans are to be funded as LIBOR Advances or Prime Rate Advances (and and, if such Term Loans are to be made with more than one applicable interest rate choicetype of Advance, specifying the amount to which each interest rate choice type of Advance is applicable), ) and (iiiiv) in the case of LIBOR Rate Advances, the duration of the initial Interest Period applicable thereto. The Administrative Agent shall promptly, on the date such request is received, promptly notify each Bank other Term Lender of the receipt of such notice and request, the matters specified therein, and of such Lender’s ratable share of the requested Term Loans. On the date of the requested Closing DateTerm Loans, each Bank Lender shall provide its share of the requested Term Loans to the Administrative Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis 4:00 P.M. (Central time). Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make the proceeds of the Term Loans available to the Borrowers at the Administrative Agent’s main principal office in Denver, CO in Immediately Available Funds not later than 4:00 P.M. (Central time) on the requested dateTerm Loan Date the amount of the requested Term Loans. The foregoing If the Administrative Agent has made a Term Loan to the Borrowers on behalf of a Term Lender but has not received the amount of such Term Loan from such Lender by the time herein required, such Lender shall pay interest to the Administrative Agent on the amount so advanced at the Federal Funds Rate from the date of such Term Loan to the date funds are received by the Administrative Agent from such Lender, such interest to be payable with such remittance from such Lender of the principal amount of such Term Loan (provided, however, that the Administrative Agent shall not apply make any Term Loan on behalf of a Lender if the Administrative Agent has received prior notice from such Lender that it will not make such Term Loan). If the Administrative Agent does not receive payment from such Lender by the next Business Day after the date of any Term Loan, the Administrative Agent shall be entitled to recover such Term Loan, with interest thereon at the rate (or rates) then applicable to such Term Loan, on demand, from the Borrowers, without prejudice to the funding of any Incremental Term LoansAdministrative Agent’s and the Borrowers’ rights against such Lender. If such Lender pays the Administrative Agent the amount herein required with interest at the Federal Funds Rate before the Administrative Agent has recovered from the Borrowers, the funding of which such Lender shall be governed entitled to the interest payable by Section 2.13(b)the Borrowers with respect to the Term Loan in question accruing from the date the Administrative Agent made such Term Loan.

Procedure for Term Loans. Not later than 11:00 A.M. (Minneapolis Denver time) two LIBOR Business Banking Days prior to the requested Closing Term Loan Date if the Term Loans are Loan Advance is requested as a LIBOR Advances Rate Advance, not later than 11:00 A.M. (Denver time) one Banking Day prior to the requested Term Loan Date if the Term Loan Advance is requested as a Quoted Rate Advance, and not later than 11:00 A.M. (Minneapolis Denver time) one Business Day prior to on the Closing requested Term Loan Date if the Term Loans are Loan Advance is requested as Prime a Base Rate AdvancesAdvance, the Borrowers’ Borrower’s Agent shall deliver submit to the Agent Lender a written notice of or telephonic request for borrowing, provided that no more than one request for Borrowing may be made on any Banking Day. Such notice of borrowing Each request for a Term Loan Advance hereunder shall be irrevocable and shall be deemed a representation by the Borrowers Borrower that on the Closing Date requested Term Loan Date, and after giving effect to the requested Term LoansLoan Advance, the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing Each request for a Term Loan Advance hereunder shall specify (i) the requested Closing Term Loan Date, (ii) the Term Loan to which the Term Loan Advance relates, (iii) the amount of the Term Loan Advance to be made on such date which shall be in a minimum amount of $2,000,000 or, if more, a whole multiple of $500,000 in excess thereof, (iv) whether such Term Loans are Loan Advance is to be funded as a LIBOR Advances Rate Advance, Quoted Rate Advance or Prime Base Rate Advances Advance (and and, if such Term Loans are Loan Advance is to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable), ) and (iiiv) in the case of LIBOR Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, Lender may rely on any telephone request by the date such request is received, notify each Bank Borrower for Term Loan Advances hereunder which it believes in good faith to be genuine; and Borrower hereby waives the right to dispute the Lender’s record of the receipt terms of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers at the Agent’s main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b)telephone request.

Procedure for Term Loans. Not later than 11:00 A.M. (Minneapolis Central time) two three LIBOR Business Days prior to the requested Term Loan Date (which, for Tranche A1 Term Loans and Tranche B1 Term Loans shall be the Closing Date Date) if the Term Loans are requested as LIBOR Rate Advances and not later than 11:00 A.M. (Minneapolis Central time) one Business Day prior to on the requested Term Loan Date (which, for Tranche A1 Term Loans and Tranche B1 Term Loans, shall be the Closing Date Date) if the Term Loans are requested as Prime Tranche A Advances, Base Rate Advances or Quoted Rate Advances, the Borrowers’ Agent shall deliver submit to the Administrative Agent a written notice of request for borrowing. Such notice of borrowing request for Term Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrowers each Borrower that on the Closing requested Term Loan Date and after giving effect to the requested Term Loans, Loans the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing Each request for Term Loans hereunder shall specify (i) the requested Closing Term Loan Date, (ii) whether the aggregate amount of Term Loans to be made on such date which shall be in a minimum amount of $200,000 or, if more, a whole multiple of $100,000 in excess thereof, (iii) the type of Advance the Term Loans are to be funded as LIBOR Advances or Prime Rate Advances (and and, if such Term Loans are to be made with more than one applicable interest rate choicetype of Advance, specifying the amount to which each interest rate choice type of Advance is applicable), ) and (iiiiv) in the case of LIBOR Rate Advances, the duration of the initial Interest Period applicable thereto. The Administrative Agent shall promptly, on the date such request is received, promptly notify each Bank other Term Lender of the receipt of such notice and request, the matters specified therein, and of such Lender’s ratable share of the requested Term Loans. On the date of the requested Closing DateTerm Loans, each Bank Lender shall provide its share of the requested Term Loans to the Administrative Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis 1:00 P.M. (Central time). Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make the proceeds of the Term Loans available to the Borrowers at the Administrative Agent’s main principal office in Minneapolis, MN in Immediately Available Funds not later than 3:00 P.M. (Central time) on the requested dateTerm Loan Date the amount of the requested Term Loans. The foregoing If the Administrative Agent has made a Term Loan to the Borrowers on behalf of a Term Lender but has not received the amount of such Term Loan from such Lender by the time herein required, such Lender shall pay interest to the Administrative Agent on the amount so advanced at the Federal Funds Rate from the date of such Term Loan to the date funds are received by the Administrative Agent from such Lender, such interest to be payable with such remittance from such Lender of the principal amount of such Term Loan (provided, however, that the Administrative Agent shall not apply make any Term Loan on behalf of a Lender if the Administrative Agent has received prior notice from such Lender that it will not make such Term Loan). If the Administrative Agent does not receive payment from such Lender by the next Business Day after the date of any Term Loan, the Administrative Agent shall be entitled to recover such Term Loan, with interest thereon at the rate (or rates) then applicable to such Term Loan, on demand, from the Borrowers, without prejudice to the funding of any Incremental Term LoansAdministrative Agent’s and the Borrowers’ rights against such Lender. If such Lender pays the Administrative Agent the amount herein required with interest at the Federal Funds Rate before the Administrative Agent has recovered from the Borrowers, the funding of which such Lender shall be governed entitled to the interest payable by Section 2.13(b)the Borrowers with respect to the Term Loan in question accruing from the date the Administrative Agent made such Term Loan.

Procedure for Term Loans. Not later than 11:00 A.M. 1:00 P.M. (Minneapolis time) two LIBOR three Eurocurrency Business Days prior to the requested Closing Date if the Term Loans are requested as LIBOR Eurocurrency Rate Advances and not later than 11:00 10:00 A.M. (Minneapolis time) one Business Day prior to the on requested Closing Date if the Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent shall deliver to the Agent a written notice of borrowing. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Date and after giving effect to the Term Loans, Loans the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Date, (ii) whether such Term Loans are to be funded as LIBOR Eurocurrency Rate Advances or Prime Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable)Advances, and (iii) in the case of LIBOR Eurocurrency Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, promptly notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., 3:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers at the Agent’s main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b).

Procedure for Term Loans. Not later than 11:00 A.M. a.m. (Minneapolis time) two LIBOR Business Days prior to the requested Closing Date if the Term Loans are requested as LIBOR Rate Advances and not later than 11:00 A.M. (Minneapolis time) one Business Day prior to 12:00 p.m. on the requested Closing Date if the Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent Borrower shall deliver to the Agent a written notice Notice of borrowingBorrowing or Payment. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers Borrower that on the Closing Date and after giving effect to the Term Loans, Loans the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Date, (ii) whether such Term Loans are to be funded as LIBOR Rate Advances (which shall be in a minimum amount of $100,000) or Prime Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable), and (iii) in the case of LIBOR Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, promptly notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s 's Term Loan in Immediately Available Funds not later than 11:00 A.M., 1:00 PM (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers Borrower at the Agent’s 's main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b).

Procedure for Term Loans. Not later than 11:00 A.M. 12:00 noon ------------------------ (Minneapolis time) two LIBOR Eurodollar Business Days prior to the requested Closing Date if the Initial Term Loans are requested as LIBOR Eurodollar Rate Advances and not later than 11:00 A.M. 12:00 noon (Minneapolis time) one Business Day prior to the requested Closing Date if the Initial Term Loans are requested as Prime Base Rate Advances, Omega on behalf of the Borrowers’ Agent Borrowers shall deliver request the Initial Term Loans by telephone, confirmed by a writing in the form of Exhibit 2.2 signed by a Responsible Officer or a person designated as authorized to make such requests in a writing signed by a Responsible Officer, which written confirmation shall be delivered to the Agent a written notice of borrowingnot later than the Closing Date. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Date and after giving effect to the Initial Term Loans, Loans the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Date, (ii) whether such the Initial Term Loans are to be funded as LIBOR Eurodollar Rate Advances or Prime Base Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable)Advances, and (iii) in the case of LIBOR Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, promptly notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s 's Term Loan Percentage of the Initial Term Loans in Immediately Available Funds not later than 11:00 A.M.a.m., Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Initial Term Loans available to Omega on behalf of the Borrowers at the Agent’s 's main office on the requested dateClosing Date. The foregoing Each Borrower shall be deemed to have requested, and the Banks shall fund, Term Loans to pay Unpaid Drawings with respect to the Stockholders' Committee Letter of Credit on the terms described in Section 2.14, but, notwithstanding anything to the contrary contained in this Section 2.2(a) the Borrowers shall not apply be deemed to have made any representation regarding compliance with, nor be required to comply with, the conditions precedent contained in Article III with respect to any such Term Loans pursuant to Section 2.14. If the Agent has disbursed a portion of a Term Loan to the funding Borrowers on behalf of a Bank but has not received the amount of such disbursement from such Bank by the time herein required, such Bank shall pay interest to the Agent on the amount so advanced at the overnight Federal Funds rate from the date of such disbursement to the date funds are received by the Agent from such Bank, such interest to be payable with such remittance from such Bank of the principal amount of such disbursement (provided, however, that the Agent shall not disburse any portion of a Term Loan on behalf of a Bank if the Agent has received prior notice from such Bank that it will not fund such portion). If the Agent does not receive payment from such Bank by the next Business Day after the date of any Incremental disbursement of any portion of a Term LoansLoan, the funding of Agent shall be entitled to recover such disbursement, with interest thereon at the rate (or rates) then applicable to the such Term Loan, from the Borrowers, which shall pay such amounts to the Agent within three Business Days after the Agent makes demand therefor, without prejudice to the Agent's and the Borrowers' rights against such Bank. If such Bank pays the Agent the amount herein required with interest at the overnight Federal Funds rate before the Agent has recovered from the Borrowers, such Bank shall be governed entitled to the interest payable by Section 2.13(b)the Borrowers with respect to the disbursement in question accruing from the date the Agent made such disbursement.

Procedure for Term Loans. Not later than 11:00 A.M. (Minneapolis time) two LIBOR Eurodollar Business Days prior to the requested Closing Date if the Term Loans are requested as LIBOR Eurodollar Rate Advances and not later than 11:00 A.M. (Minneapolis time) one Business Day prior to the Closing Date if the Term Loans are requested as Prime Rate Advances, the Borrowers’ Agent shall deliver to the Agent a written notice of borrowing. Such notice of borrowing shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Date and after giving effect to the Term Loans, Loans the applicable conditions specified in Article III have been and will be satisfied. Such notice of borrowing shall specify (i) the requested Closing Date, (ii) whether such Term Loans are to be funded as LIBOR Eurodollar Rate Advances or Prime Rate Advances (and if such Term Loans are to be made with more than one applicable interest rate choice, specifying the amount to which each interest rate choice is applicable), and (iii) in the case of LIBOR Eurodollar Rate Advances, the duration of the initial Interest Period applicable thereto. The Agent shall promptly, on the date such request is received, notify each Bank of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Bank shall provide to the Agent the amount of such Bank’s Term Loan in Immediately Available Funds not later than 11:00 A.M., Minneapolis time. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers at the Agent’s main office on the requested date. The foregoing shall not apply to the funding of any Incremental Term Loans, the funding of which shall be governed by Section 2.13(b).