by prepayment, or by acceleration.
All amounts
outstanding under the Term Loan B shall constitute Obligations.
(B)
ONCE ANY PORTION OF THE TERM LOAN B HAS BEEN PAID OR PREPAID, IT MAY
NOT BE REBORROWED.
(C)
AMOUNTS BORROWED PURSUANT TO THIS SECTION 2.2 SHALL BE DENOMINATED
IN DOLLARS.
2.2.
BORROWING PROCEDURES.
(A)
PROCEDURE FOR BORROWING.
THE BORROWING OF THE TERM LOAN B SHALL BE
MADE BY AN IRREVOCABLE WRITTEN REQUEST BY AN AUTHORIZED PERSON DELIVERED TO
AGENT.
UNLESS ADMINISTRATIVE BORROWER ELECTS SUCH BORROWING TO BE A LIBOR RATE
LOAN PURSUANT TO SECTION 2.13(B), SUCH NOTICE MUST BE RECEIVED BY AGENT NO LATER
THAN 1:00 P.M. (NEW YORK TIME) ON THE BUSINESS DAY PRIOR TO THE REQUESTED
FUNDING DATE SPECIFYING THE REQUESTED FUNDING DATE, WHICH SHALL BE A BUSINESS
DAY; PROVIDED, HOWEVER, THAT IF ADMINISTRATIVE BORROWER REQUESTS THAT SUCH
BORROWING BE A LIBOR RATE LOAN, SUCH NOTICE MUST BE RECEIVED BY AGENT NO LATER
THAN 2:00 P.M. (NEW YORK TIME) AT LEAST 3 BUSINESS DAYS PRIOR TO THE REQUESTED
FUNDING DATE.
AT AGENT'S ELECTION, IN LIEU OF DELIVERING THE ABOVE-DESCRIBED
WRITTEN REQUEST, ANY AUTHORIZED PERSON MAY GIVE AGENT TELEPHONIC NOTICE OF SUCH
REQUEST BY THE REQUIRED TIME.
IN SUCH CIRCUMSTANCES, BORROWERS AGREE THAT ANY
SUCH TELEPHONIC NOTICE WILL BE CONFIRMED IN WRITING WITHIN 24 HOURS OF THE
GIVING OF SUCH TELEPHONIC NOTICE, BUT THE FAILURE TO PROVIDE SUCH WRITTEN
CONFIRMATION SHALL NOT AFFECT THE VALIDITY OF THE REQUEST.
(B)
MAKING OF LOANS.
(I)
PROMPTLY AFTER RECEIPT OF A REQUEST FOR
THE BORROWING PURSUANT TO SECTION 2.2(A), AGENT SHALL NOTIFY THE LENDERS, NOT
LATER THAN 4:00 P.M. (NEW YORK TIME) ON THE BUSINESS DAY IMMEDIATELY PRECEDING
THE FUNDING DATE BY TELECOPY, TELEPHONE OR OTHER SIMILAR FORM OF TRANSMISSION,
OF THE REQUESTED BORROWING (PROVIDED, THAT NOTICE OF A
3
REQUESTED LIBOR RATE LOAN SHALL BE PROVIDED AS SET FORTH IN SECTION 2.13(B)).
EACH LENDER SHALL MAKE THE AMOUNT OF SUCH LENDER'S PRO RATA SHARE OF THE
REQUESTED BORROWING AVAILABLE TO THE AGENT IN IMMEDIATELY AVAILABLE FUNDS TO THE
AGENT'S ACCOUNT, NOT LATER THAN 1:00 P.M. (NEW YORK TIME) ON THE FUNDING DATE
APPLICABLE THERETO.
AFTER AGENT'S RECEIPT OF THE PROCEEDS OF THE TERM LOAN B,
AGENT SHALL PROMPTLY MAKE THE PROCEEDS THEREOF AVAILABLE TO THE ADMINISTRATIVE
BORROWER, FOR THE BENEFIT OF THE BORROWERS, ON THE FUNDING DATE BY TRANSFERRING
IMMEDIATELY AVAILABLE FUNDS EQUAL TO SUCH PROCEEDS RECEIVED BY AGENT TO THE
DESIGNATED ACCOUNT; PROVIDED, HOWEVER, THAT AGENT SHALL NOT REQUEST ANY LENDER
TO MAKE, AND NO LENDER SHALL HAVE THE OBLIGATION TO MAKE, THE TERM LOAN B IF
AGENT SHALL HAVE ACTUAL KNOWLEDGE THAT ONE OR MORE OF THE APPLICABLE CONDITIONS
SET FORTH IN SECTION 3.1 OR 3.2 ARE REQUIRED TO, BUT WILL NOT, BE SATISFIED ON
THE FUNDING DATE UNLESS SUCH CONDITION HAS BEEN WAIVED.
(II)
UNLESS AGENT RECEIVES NOTICE FROM A LENDER
PRIOR TO 12:00 NOON (NEW YORK TIME) ON THE DATE OF THE BORROWING THAT SUCH
LENDER WILL NOT MAKE AVAILABLE AS AND WHEN REQUIRED HEREUNDER TO AGENT FOR