to time in its discretion
calculate the Dollar Equivalent of any Revolving Loan denominated in an
Available Foreign Currency.
In the event that the aggregate Dollar Equivalent
of the outstanding principal amount of the Revolving Loans denominated in an
Available Foreign Currency at any time exceeds the Foreign Currency Sublimit,
the Administrative Agent shall promptly give notice of such fact to the Borrower
and the Lenders, and the Borrower shall be required to make a payment to the
Administrative Agent to reduce the outstanding principal amount of the
outstanding Revolving Loans denominated in an Available Foreign Currency so that
the Dollar Equivalent thereof equals not more than the Foreign Currency
Sublimit.
Such payment shall be made within two (2) Business Days following the
date of receipt of such notice given by the Administrative Agent.
Each such
prepayment shall be accompanied by a payment of all accrued and unpaid interest
on the Revolving Loans prepaid and any applicable breakage fees and funding
losses pursuant to Section 2.18.
SECTION 2.7.
INTEREST ELECTIONS.
(A)
EACH BORROWING INITIALLY SHALL BE OF THE TYPE SPECIFIED IN THE
APPLICABLE NOTICE OF BORROWING, AND IN THE CASE OF A EURODOLLAR BORROWING, SHALL
HAVE AN INITIAL INTEREST PERIOD AS SPECIFIED IN SUCH NOTICE OF BORROWING.
THEREAFTER, THE BORROWER MAY ELECT TO CONVERT SUCH BORROWING INTO A DIFFERENT
TYPE OR TO CONTINUE SUCH BORROWING, AND IN THE CASE OF A EURODOLLAR BORROWING,
MAY ELECT INTEREST PERIODS THEREFOR, ALL AS PROVIDED IN THIS SECTION.
THE
BORROWER MAY ELECT DIFFERENT OPTIONS WITH RESPECT TO DIFFERENT PORTIONS OF THE
AFFECTED BORROWING, IN WHICH CASE EACH SUCH PORTION SHALL BE ALLOCATED RATABLY
AMONG THE LENDERS
28
HOLDING LOANS COMPRISING SUCH BORROWING, AND THE LOANS COMPRISING EACH SUCH
PORTION SHALL BE CONSIDERED A SEPARATE BORROWING.
THIS SECTION SHALL NOT APPLY
TO EURODOLLAR BORROWINGS DENOMINATED IN AN AVAILABLE FOREIGN CURRENCY (OTHER
THAN CONTINUATIONS IN THE SAME AVAILABLE FOREIGN CURRENCY WHICH SHALL BE
PERMITTED) OR SWINGLINE BORROWINGS, WHICH MAY NOT BE CONVERTED OR CONTINUED.
(B)
TO MAKE AN ELECTION PURSUANT TO THIS SECTION, THE BORROWER SHALL
GIVE THE ADMINISTRATIVE AGENT PRIOR WRITTEN NOTICE (OR TELEPHONIC NOTICE
PROMPTLY CONFIRMED IN WRITING) OF EACH BORROWING SUBSTANTIALLY IN THE FORM OF
EXHIBIT 2.6 ATTACHED HERETO (A "NOTICE OF CONVERSION/CONTINUATION") THAT IS TO
BE CONVERTED OR CONTINUED, AS THE CASE MAY BE, (X) PRIOR TO 10:00 A.M. (ATLANTA,
GEORGIA TIME) ONE (1) BUSINESS DAY PRIOR TO THE REQUESTED DATE OF A CONVERSION
INTO A BASE RATE BORROWING AND (Y) PRIOR TO 11:00 A.M. (ATLANTA, GEORGIA TIME)
THREE (3) BUSINESS DAYS PRIOR TO A CONTINUATION OF OR CONVERSION INTO A
EURODOLLAR BORROWING.
EACH SUCH NOTICE OF CONVERSION/CONTINUATION SHALL BE
IRREVOCABLE AND SHALL SPECIFY (I) THE BORROWING TO WHICH SUCH NOTICE OF
CONTINUATION/CONVERSION APPLIES AND IF DIFFERENT OPTIONS ARE BEING ELECTED WITH
RESPECT TO DIFFERENT PORTIONS THEREOF, THE PORTIONS THEREOF THAT ARE TO BE
ALLOCATED TO EACH RESULTING BORROWING (IN WHICH CASE THE INFORMATION TO BE
SPECIFIED PURSUANT TO CLAUSES (III) AND (IV) SHALL BE SPECIFIED FOR EACH
RESULTING BORROWING); (II)