THE ISSUING BANK, (III) BE FOR THE
ACCOUNT OF THE ACCOUNT PARTY NAMED THEREIN AND (IV) EXPIRE NOT LATER THAN THE
EARLIER OF (A) TWO YEARS FROM THE DATE OF ISSUANCE AND (B) FIVE DAYS BEFORE THE
TERMINATION DATE.
(C)
LIMITATION ON TYPES OF LOANS.
SUBJECT TO
THE OTHER TERMS AND PROVISIONS OF THIS AGREEMENT, AT THE OPTION OF THE BORROWER,
THE LOANS MAY BE BASE RATE LOANS OR LIBOR LOANS; PROVIDED THAT, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE REQUIRED LENDERS, NO MORE THAN EIGHT LIBOR LOANS
MAY BE OUTSTANDING AT ANY TIME.
SECTION 2.02.
BORROWINGS, CONTINUATIONS AND CONVERSIONS OF REVOLVING CREDIT
LOANS; LETTERS OF CREDIT.
(A)
BORROWINGS.
THE BORROWER SHALL GIVE THE
AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS) ADVANCE NOTICE AS HEREINAFTER
PROVIDED OF EACH BORROWING UNDER SECTION 2.01(A), WHICH SHALL SPECIFY (I) THE
AGGREGATE AMOUNT OF SUCH BORROWING, (II) THE TYPE AND (III) THE DATE (WHICH
SHALL BE A BUSINESS DAY) OF THE LOANS TO BE BORROWED, AND (IV) IN THE CASE OF
LIBOR LOANS, THE DURATION OF THE INTEREST PERIOD THEREFOR.
17
(B)
MINIMUM AMOUNTS.
ALL BASE RATE LOAN
BORROWINGS SHALL BE IN AMOUNTS OF AT LEAST $300,000 OR THE REMAINING BALANCE OF
THE AGGREGATE REVOLVING CREDIT COMMITMENTS, IF LESS, OR ANY WHOLE MULTIPLE OF
$100,000 IN EXCESS THEREOF, AND ALL LIBOR LOANS SHALL BE IN AMOUNTS OF AT LEAST
$300,000 OR ANY WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF.
(C)
NOTICES.
ALL BORROWINGS, CONTINUATIONS AND
CONVERSIONS SHALL REQUIRE ADVANCE WRITTEN NOTICE TO THE AGENT (WHICH SHALL
PROMPTLY NOTIFY THE LENDERS) IN THE FORM OF EXHIBIT A (OR TELEPHONIC NOTICE
PROMPTLY CONFIRMED BY SUCH A WRITTEN NOTICE), WHICH IN EACH CASE SHALL BE
IRREVOCABLE, FROM THE BORROWER TO BE RECEIVED BY THE AGENT NOT LATER THAN 11:00
A.M. ATLANTA TIME ON THE DATE OF EACH BASE RATE LOAN BORROWING AND NOT LATER
THAN 11:00 A.M. ATLANTA TIME AT LEAST THREE BUSINESS DAYS PRIOR TO THE DATE OF
EACH LIBOR LOAN BORROWING, CONTINUATION OR CONVERSION.
WITHOUT IN ANY WAY
LIMITING THE BORROWER'S OBLIGATION TO CONFIRM IN WRITING ANY TELEPHONIC NOTICE,
THE AGENT MAY ACT WITHOUT LIABILITY UPON THE BASIS OF TELEPHONIC NOTICE BELIEVED
BY THE AGENT IN GOOD FAITH TO BE FROM THE BORROWER PRIOR TO RECEIPT OF WRITTEN
CONFIRMATION.
IN EACH SUCH CASE, THE BORROWER HEREBY WAIVES THE RIGHT TO
DISPUTE THE AGENT'S RECORD OF THE TERMS OF SUCH TELEPHONIC NOTICE EXCEPT IN THE
CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE AGENT.
(D)
CONTINUATION OPTIONS.
SUBJECT TO THE
PROVISIONS MADE IN THIS SECTION 2.02(D), THE BORROWER MAY ELECT TO CONTINUE ALL
OR ANY PART OF ANY LIBOR LOAN BEYOND THE EXPIRATION OF THE THEN CURRENT INTEREST
PERIOD RELATING THERETO BY GIVING ADVANCE NOTICE AS PROVIDED IN
SECTION 2.02(C) TO THE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS) OF SUCH
ELECTION, SPECIFYING THE AMOUNT OF SUCH LOAN TO BE CONTINUED AND THE INTEREST
PERIOD THEREFOR.
IN THE ABSENCE OF SUCH A TIMELY AND PROPER ELECTION, THE
BORROWER SHALL BE DEEMED TO HAVE ELECTED